IOR Group Limited [2009] FCA 1588

IOR Group Limited [2009] FCA 1588

The court was satisfied, on the evidence provided and the submissions made, that the requirements of s 411(1) Corporations Act 2001 (Cth) were met, the scheme was fair and reasonable, appropriate disclosure was made, and there was no impediment to convening the meeting of shareholders for consideration of the scheme.

Jurisdiction
Australia
Judgment Date
23 December 2009
Procedural Posture
Scheme of Arrangement Application / Order for Convening Meeting of Members Under S 411(1) Corporations Act
Outcome
Orders made for convening of meeting of members under s 411(1)
Legal Topics
['scheme of Arrangement' 'part 5.1, Corporations Act' 'acquisition of Shares' 'shareholder Meeting' 'explanatory Statement' 'conflict of Interest' 'break Fee']
['corporations Law'] ['scheme of Arrangement' 'part 5.1, Corporations Act' 'acquisition of Shares' 'shareholder Meeting' 'explanatory Statement' 'conflict of Interest' 'break Fee']

Case Brief

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Procedural Posture

Scheme of Arrangement Application / Order for Convening Meeting of Members Under S 411(1) Corporations Act

Legal Issues

  1. 1 ['Whether the Court should order a meeting of shareholders to consider the scheme of arrangement under s 411(1) of the Corporations Act 2001 (Cth)' 'Whether the terms of the proposed scheme and explanatory statement are fair and reasonable' 'Whether any conflict of interest or other concerns preclude the making of the orders sought']

Ratio Decidendi

The court was satisfied, on the evidence provided and the submissions made, that the requirements of s 411(1) Corporations Act 2001 (Cth) were met, the scheme was fair and reasonable, appropriate disclosure was made, and there was no impediment to convening the meeting of shareholders for consideration of the scheme.

Court Disposition

Orders made for convening of meeting of members under s 411(1)

Orders

  • ['The Plaintiff is to convene a meeting of shareholders on 7 January 2010 to consider the proposed scheme of arrangement with Aevum Limited.' 'Approval given for the Scheme Booklet to be distributed to shareholders.' 'Directions as to the conduct and notice for the meeting are made.' 'Litigation stood over to 14...