In the matter of Rocksoft Limited [2006] FCA 1098

In the matter of Rocksoft Limited [2006] FCA 1098

Approval was granted because the formal requirements of the Corporations Act 2001 (Cth) were satisfied, ASIC was served and gave no objection under s 411(17)(b), the meetings were properly convened and unanimously supported by those attending, the scheme was pursued in good faith for a legitimate purpose, resulted...

Source-derived case information.

Jurisdiction
Australia
Judgment Date
18 August 2006
Procedural Posture
Application for Approval of a Scheme of Arrangement Under S 411 of the Corporations Act 2001 (cth) / Reasons for Orders Approving the Scheme Made on 25 July 2006 After Member and Option Holder Meetings
Outcome
Scheme approved; minor alteration approved; exemption from compliance with s 411(11) granted.
Legal Topics
['scheme of Arrangement' 'court Approval of Scheme' 'members and Option Holders' 'merger' 'asic No Objection' 'exemption From Annexing Court Orders to Constitution']
['corporations Law'] ['scheme of Arrangement' 'court Approval of Scheme' 'members and Option Holders' 'merger' 'asic No Objection' 'exemption From Annexing Court Orders to Constitution']

Source-derived case record

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Procedural Posture

Application for Approval of a Scheme of Arrangement Under S 411 of the Corporations Act 2001 (cth) / Reasons for Orders Approving the Scheme Made on 25 July 2006 After Member and Option Holder Meetings

Legal Issues

  1. 1 ['Whether the Court should approve the scheme of arrangement between Rocksoft Limited and its members and option holders under s 411(4)(b) and s 411(6) of the Corporations Act 2001 (Cth).' 'Whether a slight alteration to the scheme to permit payment by electronic funds transfer should be approved.' 'Whether Rocksoft Limited should be exempted under s 411(12) from compliance with s 411(11) of the Corporations Act 2001 (Cth).']

Ratio Decidendi

Approval was granted because the formal requirements of the Corporations Act 2001 (Cth) were satisfied, ASIC was served and gave no objection under s 411(17)(b), the meetings were properly convened and unanimously supported by those attending, the scheme was pursued in good faith for a legitimate purpose, resulted from an arm's length commercial transaction, and treated shareholders and option holders fairly. The electronic funds transfer alteration was minor, and exemption from s 411(11) was appropriate because the scheme did not modify shareholder or creditor rights.

Court Disposition

Scheme approved; minor alteration approved; exemption from compliance with s 411(11) granted.

Orders

  • ['Approval of the scheme of arrangement between Rocksoft Limited and its members and option holders under s 411(4)(b) and s 411(6) of the Corporations Act 2001 (Cth).' 'Approval of a slight alteration to the scheme to enable payment of the scheme consideration by electronic funds transfer.' 'Rocksoft Limited is...