Rubik Financial Limited, in the matter of Rubik Financial Limited (No 2) [2017] FCA 493

Rubik Financial Limited, in the matter of Rubik Financial Limited (No 2) [2017] FCA 493

The Court held that all necessary procedural requirements for approval of the scheme under s 411 of the Corporations Act 2001 (Cth) were satisfied, including sufficient notice, fairness, and reasonableness; the misnaming of the company in advertisement caused no material consequence, so publication on both dates together complied with the rules. The exemption from s 411(11) was granted, as compliance would serve no useful purpose.

Jurisdiction
Australia
Judgment Date
05 May 2017
Procedural Posture
Corporations Scheme of Arrangement / Second Court Hearing – Application for Approval of Scheme
Outcome
Scheme of arrangement approved; exemption granted.
Legal Topics
['scheme of Arrangement' 'procedural Compliance' 'court Approval of Scheme' 'exemption From Procedural Requirements']
['corporations Law'] ['scheme of Arrangement' 'procedural Compliance' 'court Approval of Scheme' 'exemption From Procedural Requirements']

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Procedural Posture

Corporations Scheme of Arrangement / Second Court Hearing – Application for Approval of Scheme

Legal Issues

  1. 1 ['Whether there was procedural compliance with the requirements for approval of the scheme of arrangement under the Corporations Act 2001 (Cth)' 'Whether the misnaming of the company in scheme advertisement was material or invalidated compliance' "Whether to exempt Rubik from compliance with s 411(11) requiring annexing of the court's approval order to every copy of the constitution"]

Ratio Decidendi

The Court held that all necessary procedural requirements for approval of the scheme under s 411 of the Corporations Act 2001 (Cth) were satisfied, including sufficient notice, fairness, and reasonableness; the misnaming of the company in advertisement caused no material consequence, so publication on both dates together complied with the rules. The exemption from s 411(11) was granted, as compliance would serve no useful purpose.

Court Disposition

Scheme of arrangement approved; exemption granted.

Orders

  • ['The publication of notices on 28 April and 2 May 2017 is taken as sufficient compliance with r 3.4(3)(b) of the Federal Court (Corporations) Rules 2000 (Cth).' 'Pursuant to s 411(4)(b) of the Corporations Act 2001 (Cth), the scheme of arrangement is approved.' 'Pursuant to s 411(12) of the Corporations Act 2001...