In the matter of Link Administration Holdings Limited [2022] NSWSC 650

In the matter of Link Administration Holdings Limited [2022] NSWSC 650

The Court was satisfied that the statutory and procedural requirements for convening a scheme meeting under s 411 of the Corporations Act 2001 (Cth) were met, including proper disclosure of all material matters in the explanatory booklet, demonstration that the scheme was bona fide and properly proposed, and that there was no apparent reason the scheme should not be considered by members. Accordingly, the Court ordered that the scheme meeting be convened and approved the explanatory booklet for distribution.

Jurisdiction
Australia
Judgment Date
23 May 2022
Procedural Posture
Corporations Scheme of Arrangement / First Court Hearing for Convening Scheme Meeting and Approval of Explanatory Booklet
Outcome
Order made convening scheme meeting and approving the explanatory booklet for distribution to shareholders.
Legal Topics
['schemes of Arrangement' 'arrangements and Reconstructions' 'meeting of Members' 'disclosure Requirements' 'director Benefits' 'break Fees' 'exclusivity Provisions' 'asic Intervention' 'performance Risk' 'dividends and Consideration']
['corporations Law' 'equity'] ['schemes of Arrangement' 'arrangements and Reconstructions' 'meeting of Members' 'disclosure Requirements' 'director Benefits' 'break Fees' 'exclusivity Provisions' 'asic Intervention' 'performance Risk' 'dividends and Consideration']

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 1 Authorities cited 2 Party arguments 2 Amounts and remedies 1
Sign in to unlock

Procedural Posture

Corporations Scheme of Arrangement / First Court Hearing for Convening Scheme Meeting and Approval of Explanatory Booklet

Legal Issues

  1. 1 ['Whether the requirements for ordering a scheme meeting under s 411 of the Corporations Act 2001 (Cth) are satisfied' 'Whether the explanatory booklet provides proper disclosure' 'Whether any features of the scheme preclude convening a scheme meeting or approval of explanatory booklet']

Ratio Decidendi

The Court was satisfied that the statutory and procedural requirements for convening a scheme meeting under s 411 of the Corporations Act 2001 (Cth) were met, including proper disclosure of all material matters in the explanatory booklet, demonstration that the scheme was bona fide and properly proposed, and that there was no apparent reason the scheme should not be considered by members. Accordingly, the Court ordered that the scheme meeting be convened and approved the explanatory booklet for distribution.

Court Disposition

Order made convening scheme meeting and approving the explanatory booklet for distribution to shareholders.

Orders

  • ['Order for convening of scheme meeting of Link shareholders to consider and, if thought fit, to agree to the proposed scheme of arrangement.' 'Approval of the explanatory booklet for distribution to shareholders.']