ManageSoft Corporation Limited [2003] FCA 905

ManageSoft Corporation Limited [2003] FCA 905

The statutory requirements for approval of a scheme of arrangement under s 411(4) of the Corporations Act 2001 (Cth) were satisfied. The scheme was fair and in the best interests of affected parties as per the independent expert's report, with no valid opposition by shareholders or option holders, and minor procedural irregularities did not warrant refusal of approval.

Parties
Plaintiff: ManageSoft Corporation Limited
Jurisdiction
Australia
Judgment Date
13 August 2003
Procedural Posture
Corporations Scheme of Arrangement / Final Approval of Scheme of Arrangement
Outcome
scheme of arrangement approved
Legal Topics
Scheme of Arrangement, Shareholders, Option Holders, Approval of Scheme, Court Approval
Corporations Law Scheme of Arrangement Shareholders Option Holders Approval of Scheme Court Approval

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Parties

ManageSoft Corporation Limited

Plaintiff

Procedural Posture

Corporations Scheme of Arrangement / Final Approval of Scheme of Arrangement

Legal Issues

  1. 1 Whether the scheme of arrangement between ManageSoft Corporation Limited and its shareholders and option holders meets the requirements of s 411(4) of the Corporations Act 2001 (Cth)
  2. 2 Whether the court should exercise its discretion to approve the scheme despite late lodgement of a form relating to reduction of capital

Ratio Decidendi

The statutory requirements for approval of a scheme of arrangement under s 411(4) of the Corporations Act 2001 (Cth) were satisfied. The scheme was fair and in the best interests of affected parties as per the independent expert's report, with no valid opposition by shareholders or option holders, and minor procedural irregularities did not warrant refusal of approval.

Court Disposition

scheme of arrangement approved

Orders

  • Scheme of arrangement between ManageSoft Corporation Limited and holders of shares approved pursuant to s 411(4)(b) of the Corporations Act 2001 (Cth)
  • Scheme of arrangement between ManageSoft Corporation Limited and holders of options approved pursuant to s 411(4)(b) of the Corporations Act 2001 (Cth)