Macquarie Communications Infrastructure Group; In the matter of [2009] NSWSC 487

Macquarie Communications Infrastructure Group; In the matter of [2009] NSWSC 487

The court was satisfied all mandatory requirements for making an order under s 411(1) Corporations Act were met. Disclosure was adequate, especially with the accepted amendments regarding the deemed warranty and expert opinion. Judicial advice to the trustee was justified, and the proposed amendments to the trust constitution were within power. Orders for convening the scheme meeting and approving the explanatory statement (with amendments), and for providing judicial advice, were therefore made.

Jurisdiction
Australia
Judgment Date
01 May 2009
Procedural Posture
Corporations and Trust Judicial Advice (schemes of Arrangement) / First Hearing (order Convening Scheme Meeting and Approval of Explanatory Statement, Subject to Amendments)
Outcome
Orders made to convene scheme meeting and approve explanatory statement (subject to minor amendments); judicial advice given as sought; adjournment granted to effect amendments and await Bermuda Court proceedings.
Legal Topics
['schemes of Arrangement' 'judicial Advice for Responsible Entity' 'amendment of Trust Constitution' 'disclosure Requirements' 'triple Stapled Securities']
['corporations Law' 'trusts Law' 'equity'] ['schemes of Arrangement' 'judicial Advice for Responsible Entity' 'amendment of Trust Constitution' 'disclosure Requirements' 'triple Stapled Securities']

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Procedural Posture

Corporations and Trust Judicial Advice (schemes of Arrangement) / First Hearing (order Convening Scheme Meeting and Approval of Explanatory Statement, Subject to Amendments)

Legal Issues

  1. 1 ['Whether the court should order the convening of a scheme meeting and approve the explanatory statement for a scheme of arrangement under s 411(1) of the Corporations Act 2001 (Cth)' 'Whether the trustee should be given judicial advice that it would be justified in convening the meeting and circulating the explanatory statement' 'Whether proposed amendments to the trust constitution are within power under clause 24 and s 601GC of the Corporations Act']

Ratio Decidendi

The court was satisfied all mandatory requirements for making an order under s 411(1) Corporations Act were met. Disclosure was adequate, especially with the accepted amendments regarding the deemed warranty and expert opinion. Judicial advice to the trustee was justified, and the proposed amendments to the trust constitution were within power. Orders for convening the scheme meeting and approving the explanatory statement (with amendments), and for providing judicial advice, were therefore made.

Court Disposition

Orders made to convene scheme meeting and approve explanatory statement (subject to minor amendments); judicial advice given as sought; adjournment granted to effect amendments and await Bermuda Court proceedings.

Orders

  • ['Order convening a meeting of members to consider the scheme of arrangement.' 'Order approving the explanatory statement subject to identified amendments.' 'Judicial advice that the trustee would be justified in convening meeting, circulating explanatory statement, and that proposed amendment to trust constitution...