In the matter of Pulse Health Limited [2017] NSWSC 653

In the matter of Pulse Health Limited [2017] NSWSC 653

In the circumstances, since shareholders have not yet received all relevant information and an updated explanatory statement or report is forthcoming, the meeting as scheduled would serve no useful purpose and should be deferred to allow adequate disclosure and informed decision-making.

Parties
Plaintiff: Pulse Health Limited
Jurisdiction
Australia
Judgment Date
21 March 2017
Procedural Posture
Corporations – Schemes of Arrangement or Compromise / Application to Defer a Meeting of Members
Outcome
Order to defer meeting granted
Legal Topics
Schemes of Arrangement, Postponement of Members' Meeting, Supplementary Shareholder Disclosure
Corporations Schemes of Arrangement Postponement of Members' Meeting Supplementary Shareholder Disclosure

Case Brief

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Parties

Pulse Health Limited

Plaintiff

Procedural Posture

Corporations – Schemes of Arrangement or Compromise / Application to Defer a Meeting of Members

Legal Issues

  1. 1 Whether the scheme meeting of members should be deferred due to new developments affecting shareholder information
  2. 2 Whether the court has power under s 1319 of the Corporations Act 2001 (Cth) to adjourn a meeting it has previously ordered

Ratio Decidendi

In the circumstances, since shareholders have not yet received all relevant information and an updated explanatory statement or report is forthcoming, the meeting as scheduled would serve no useful purpose and should be deferred to allow adequate disclosure and informed decision-making.

Court Disposition

Order to defer meeting granted

Orders

  • The meeting of members of Pulse Health Limited to be convened on 22 March 2017 is deferred to 1 May 2017.
  • Proceedings stood over to 10 April 2017 for considering approval of a supplementary explanatory statement to send to members of PHL.