In the matter of McGrath Limited (No 2) [2024] NSWSC 749

In the matter of McGrath Limited (No 2) [2024] NSWSC 749

The evidence established compliance with all statutory and procedural requirements, the scheme was approved by requisite majorities, the scheme was fair and reasonable, full disclosure was made, and no shareholder objected. The scheme was appropriate for approval and exemption from compliance with s 411(11) was justified as shareholder rights were not modified.

Jurisdiction
Australia
Judgment Date
20 June 2024
Procedural Posture
Scheme of Arrangement Under Corporations Act / Second Court Hearing; Approval of Scheme
Outcome
Scheme of arrangement approved; exemption granted under s 411(12) from compliance with s 411(11).
Legal Topics
['arrangements and Reconstructions' 'schemes of Arrangement' 'approval of Scheme' 'compromise']
['corporations'] ['arrangements and Reconstructions' 'schemes of Arrangement' 'approval of Scheme' 'compromise']

Case Brief

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Procedural Posture

Scheme of Arrangement Under Corporations Act / Second Court Hearing; Approval of Scheme

Legal Issues

  1. 1 ['Whether formal requirements for scheme of arrangement are satisfied' 'Whether scheme is fair and reasonable' 'Whether all statutory requirements are met' 'Whether scheme should be approved by the Court' 'Exemption from compliance with s 411(11) of the Corporations Act']

Ratio Decidendi

The evidence established compliance with all statutory and procedural requirements, the scheme was approved by requisite majorities, the scheme was fair and reasonable, full disclosure was made, and no shareholder objected. The scheme was appropriate for approval and exemption from compliance with s 411(11) was justified as shareholder rights were not modified.

Court Disposition

Scheme of arrangement approved; exemption granted under s 411(12) from compliance with s 411(11).

Orders

  • ['Approval of scheme of arrangement under ss 411 and 1319 of the Corporations Act' 'Exemption under s 411(12) from requirements of s 411(11)' 'No requirement to annex Court order approving scheme to future issued constitutions of McGrath Limited']