In the matter of Managesoft Corporation Ltd [2003] FCA 756

In the matter of Managesoft Corporation Ltd [2003] FCA 756

The Court was satisfied that the proposed orders should be made because the explanatory booklet set out the commercial rationale and included independent, tax and legal advice, and because the mechanics of the transaction had been scrutinised and amended so that existing shareholders and optionholders would not suffer unnecessary risk from the overseas domicile of the proposed principal corporation.

Jurisdiction
Australia
Judgment Date
01 July 2003
Procedural Posture
Application Under S 411(1) of the Corporations Act for Orders Convening Meetings for Schemes of Arrangement / First Court Hearing; Orders Made to Convene Meetings and Proceedings Stood Over for Any Application to Approve the Scheme
Outcome
Orders made to convene the shareholders and optionholders meetings and to stand the proceedings over for any application to approve the scheme.
Legal Topics
['schemes of Arrangement' 'corporate Reconstruction' 'shareholder and Optionholder Meetings' 'transfer of Corporate Domicile']
['corporations Law'] ['schemes of Arrangement' 'corporate Reconstruction' 'shareholder and Optionholder Meetings' 'transfer of Corporate Domicile']

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Procedural Posture

Application Under S 411(1) of the Corporations Act for Orders Convening Meetings for Schemes of Arrangement / First Court Hearing; Orders Made to Convene Meetings and Proceedings Stood Over for Any Application to Approve the Scheme

Legal Issues

  1. 1 ['Whether meetings of holders of fully paid ordinary shares and fully paid options in ManageSoft Corporation Limited should be convened to consider proposed schemes of arrangement.' 'Whether the explanatory material and mechanics of the proposed international corporate restructure adequately enabled shareholders and optionholders to assess their interests and avoided unnecessary risk.']

Ratio Decidendi

The Court was satisfied that the proposed orders should be made because the explanatory booklet set out the commercial rationale and included independent, tax and legal advice, and because the mechanics of the transaction had been scrutinised and amended so that existing shareholders and optionholders would not suffer unnecessary risk from the overseas domicile of the proposed principal corporation.

Court Disposition

Orders made to convene the shareholders and optionholders meetings and to stand the proceedings over for any application to approve the scheme.

Orders

  • ['Pursuant to s 411(1) of the Corporations Act, the plaintiff, ManageSoft Corporation Limited (ABN 40 052 412 156) convene a meeting of holders of fully paid ordinary shares in MCL for the purpose of considering and, if thought fit, agreeing with or without modification to the Ordinary Share Scheme substantially in...