PayGroup Limited, in the matter of PayGroup Limited [2022] FCA 1026

PayGroup Limited, in the matter of PayGroup Limited [2022] FCA 1026

The statutory requirements for convening a scheme meeting have been satisfied; ASIC had adequate notice and opportunity; the scheme is conventional, fair, and properly disclosed; court ordered the convening of the scheme meeting under s 411(1).

Parties
Plaintiff: PayGroup Limited; Interested Party: Deel Australia Holdings Pty Ltd; Interested Party: Deel Inc
Jurisdiction
Australia
Judgment Date
23 August 2022
Procedural Posture
Scheme of Arrangement / First Court Hearing (orders to Convene Meeting)
Outcome
orders made for convening scheme meeting; further hearing adjourned
Legal Topics
Scheme of Arrangement, Court Order to Convene Meeting, Takeover, Statutory Notice to ASIC, Independent Expert Report
Corporations Scheme of Arrangement Court Order to Convene Meeting Takeover Statutory Notice to ASIC Independent Expert Report

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 3 Authorities cited 8 Party arguments 2 Amounts and remedies 3
Sign in to unlock

Parties

PayGroup Limited

Plaintiff

Deel Australia Holdings Pty Ltd

Interested Party

Deel Inc

Interested Party

Procedural Posture

Scheme of Arrangement / First Court Hearing (orders to Convene Meeting)

Legal Issues

  1. 1 Whether to grant orders under s 411(1) Corporations Act 2001 (Cth) to convene meeting for scheme of arrangement
  2. 2 Whether ASIC notice requirements under s 411(2)(a) can be abridged
  3. 3 Whether scheme is fit for consideration by members

Ratio Decidendi

The statutory requirements for convening a scheme meeting have been satisfied; ASIC had adequate notice and opportunity; the scheme is conventional, fair, and properly disclosed; court ordered the convening of the scheme meeting under s 411(1).

Court Disposition

orders made for convening scheme meeting; further hearing adjourned

Orders

  • Plaintiff to convene and hold meeting of holders of ordinary shares to consider scheme of arrangement.
  • Scheme meeting to be convened as set out including notice by email or post, explanatory statement, and proxy procedure.