MOQ Limited, in the matter of MOQ Limited (No 2) [2022] FCA 1364

MOQ Limited, in the matter of MOQ Limited (No 2) [2022] FCA 1364

The Scheme was approved because the procedural requirements were established, the resolution was passed by the requisite statutory majorities at a duly convened meeting, all conditions precedent other than final Court approval and lodgement with ASIC had been satisfied or waived, the independent expert concluded the Scheme was fair and reasonable and in the best interests of MOQ shareholders, there was no evidence of bad faith, improper purpose, oppression, procedural irregularity or opposition, ASIC had no objection, and voter turnout did not suggest any flaw in the meeting process. The exemption from s 411(11) was appropriate because MOQ would become a wholly owned subsidiary of the...

Jurisdiction
Australia
Judgment Date
16 November 2022
Procedural Posture
Corporations Act Members' Scheme of Arrangement / Second Court Hearing; Application Under S 411(4)(b) of the Corporations Act 2001 (cth) for Approval of Scheme and Under S 411(12) for Exemption From S 411(11)
Outcome
Application granted; Scheme approved and exemption from compliance with s 411(11) granted.
Legal Topics
["members' Scheme of Arrangement" 'approval of Scheme Under S 411(4)(b)' 'fairness and Reasonableness' 'voter Turnout at Scheme Meeting' 'exemption From S 411(11)']
['corporations Law'] ["members' Scheme of Arrangement" 'approval of Scheme Under S 411(4)(b)' 'fairness and Reasonableness' 'voter Turnout at Scheme Meeting' 'exemption From S 411(11)']

Case Brief

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Procedural Posture

Corporations Act Members' Scheme of Arrangement / Second Court Hearing; Application Under S 411(4)(b) of the Corporations Act 2001 (cth) for Approval of Scheme and Under S 411(12) for Exemption From S 411(11)

Legal Issues

  1. 1 ['Whether the scheme of arrangement between MOQ Limited and its ordinary shareholders should be approved under s 411(4)(b) of the Corporations Act 2001 (Cth).' 'Whether the statutory majorities and procedural requirements for approval of the Scheme were satisfied.' 'Whether discretionary considerations, including fairness, good faith, disclosure, absence of oppression and public policy, supported approval of the Scheme.' 'Whether MOQ Limited should be exempted under s 411(12) from compliance with s 411(11) of the Corporations Act 2001 (Cth).']

Ratio Decidendi

The Scheme was approved because the procedural requirements were established, the resolution was passed by the requisite statutory majorities at a duly convened meeting, all conditions precedent other than final Court approval and lodgement with ASIC had been satisfied or waived, the independent expert concluded the Scheme was fair and reasonable and in the best interests of MOQ shareholders, there was no evidence of bad faith, improper purpose, oppression, procedural irregularity or opposition, ASIC had no objection, and voter turnout did not suggest any flaw in the meeting process. The exemption from s 411(11) was appropriate because MOQ would become a wholly owned subsidiary of the...

Court Disposition

Application granted; Scheme approved and exemption from compliance with s 411(11) granted.

Orders

  • ['Pursuant to ss 411(4)(b) of the Corporations Act 2001 (Cth), the scheme of arrangement between the plaintiff and its ordinary shareholders, being in the form tendered and marked Exhibit 1 in these proceedings, be approved.' 'The plaintiff lodge with the Australian Securities and Investments Commission a copy of...