In the matter of Macquarie Capital Alliance Ltd & anor [2008] NSWSC 745

In the matter of Macquarie Capital Alliance Ltd & anor [2008] NSWSC 745

The Court was satisfied that the proposed schemes met the FT Eastment standard for a first scheme hearing. The potential concerns identified by the plaintiffs were adequately addressed by disclosure, the independent board committee, Deloitte's independent expert reports, voting restrictions, the sequencing of payment before transfer, and reasonable exclusivity and reimbursement fee provisions. MCAML was also justified in convening the trust scheme meeting and proceeding on the basis that the proposed constitutional amendments would be within power if approved by special resolution.

Jurisdiction
Australia
Judgment Date
22 July 2008
Procedural Posture
Application for Orders Under S 411(1) of the Corporations Act 2001 (cth) to Convene a Shareholders' Scheme Meeting and for Judicial Advice Under S 63 of the Trustee Act 1925 (nsw) in Relation to a Proposed Trust Scheme / First Scheme Hearing
Outcome
Orders made for convening scheme meeting and providing judicial advice to the trustee.
Legal Topics
['scheme of Arrangement' 'judicial Advice' 'managed Investment Scheme' 'stapled Securities' 'trust Scheme' 'related Party Transactions' 'scheme Meetings' 'credit or Performance Risk' 'no Shop Provisions' 'reimbursement Fee']
['corporations' 'trusts' 'equity'] ['scheme of Arrangement' 'judicial Advice' 'managed Investment Scheme' 'stapled Securities' 'trust Scheme' 'related Party Transactions' 'scheme Meetings' 'credit or Performance Risk' 'no Shop Provisions' 'reimbursement Fee']

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 1 Amounts and remedies 1
Sign in to unlock

Procedural Posture

Application for Orders Under S 411(1) of the Corporations Act 2001 (cth) to Convene a Shareholders' Scheme Meeting and for Judicial Advice Under S 63 of the Trustee Act 1925 (nsw) in Relation to a Proposed Trust Scheme / First Scheme Hearing

Legal Issues

  1. 1 ["Whether the proposed members' scheme of arrangement was of such a nature and cast in such terms that the Court would be likely to approve it at an unopposed second hearing if the statutory majority approved it" 'Whether MCAML as responsible entity and trustee should receive judicial advice that it was justified in convening a meeting of MCAT members and proceeding on the basis that the proposed constitutional amendments would be within power' "Whether Macquarie entities' interests on both sides of the transaction gave rise to a concern preventing convening orders or judicial advice" 'Whether the cash consideration, interdependence with a Bermudan scheme, meeting arrangements, scrip take-up requirements, credit or performance risk, and exclusivity and reimbursement fee provisions gave rise to concerns']

Ratio Decidendi

The Court was satisfied that the proposed schemes met the FT Eastment standard for a first scheme hearing. The potential concerns identified by the plaintiffs were adequately addressed by disclosure, the independent board committee, Deloitte's independent expert reports, voting restrictions, the sequencing of payment before transfer, and reasonable exclusivity and reimbursement fee provisions. MCAML was also justified in convening the trust scheme meeting and proceeding on the basis that the proposed constitutional amendments would be within power if approved by special resolution.

Court Disposition

Orders made for convening scheme meeting and providing judicial advice to the trustee.

Orders

  • ["Orders made under s 411(1) of the Corporations Act 2001 (Cth) for convening a meeting of MCAL shareholders to consider the proposed members' scheme of arrangement." 'Judicial advice given that MCAML was justified in convening a meeting of MCAT members to consider the proposed resolutions.' 'Judicial advice given...