Seven Network Limited (ACN 052 816 789), in the matter of Seven Network Limited (No 3) [2010] FCA 400

Seven Network Limited (ACN 052 816 789), in the matter of Seven Network Limited (No 3) [2010] FCA 400

The Court approved the Share Scheme and TELYS3 Scheme because the requisite statutory majorities had approved them, there was no evidence of bad faith, improper purpose, oppression, public policy objection or material procedural defect, ASIC did not oppose and provided a section 411(17)(b) letter after reviewing relevant issues, the disclosure and valuation concerns did not show inadequacy of the kind warranting refusal, the Deed Poll enforceability concern was answered by authority, and the meeting conduct complaints did not establish a basis to override the majority's commercial judgment.

Jurisdiction
Australia
Judgment Date
27 April 2010
Procedural Posture
Corporations Scheme of Arrangement Under S 411 of the Corporations Act 2001 (cth) / Second Court Hearing; Application for Court Approval of Schemes of Arrangement After Scheme Meetings
Outcome
The Share Scheme and TELYS3 Scheme were approved and ancillary orders were made.
Legal Topics
['scheme of Arrangement' 'court Approval' 'shareholder Objections' 'conduct of Scheme Meeting' 'asic No Objection Letter' 'deed Poll Enforceability' 'independent Directors' 'disclosure']
['corporations Law'] ['scheme of Arrangement' 'court Approval' 'shareholder Objections' 'conduct of Scheme Meeting' 'asic No Objection Letter' 'deed Poll Enforceability' 'independent Directors' 'disclosure']

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Procedural Posture

Corporations Scheme of Arrangement Under S 411 of the Corporations Act 2001 (cth) / Second Court Hearing; Application for Court Approval of Schemes of Arrangement After Scheme Meetings

Legal Issues

  1. 1 ['Whether the Court should exercise its discretion to approve the Share Scheme and the TELYS3 Scheme after the requisite statutory majorities approved them.' 'Whether concerns raised by shareholders about valuation, meeting conduct, independent directors and enforceability of Deed Polls warranted withholding approval.' 'Whether procedural requirements under s 411 of the Corporations Act 2001 (Cth) had been met.' 'Whether the schemes involved full and fair disclosure, good faith voting, absence of oppression and fairness capable of acceptance by shareholders.']

Ratio Decidendi

The Court approved the Share Scheme and TELYS3 Scheme because the requisite statutory majorities had approved them, there was no evidence of bad faith, improper purpose, oppression, public policy objection or material procedural defect, ASIC did not oppose and provided a section 411(17)(b) letter after reviewing relevant issues, the disclosure and valuation concerns did not show inadequacy of the kind warranting refusal, the Deed Poll enforceability concern was answered by authority, and the meeting conduct complaints did not establish a basis to override the majority's commercial judgment.

Court Disposition

The Share Scheme and TELYS3 Scheme were approved and ancillary orders were made.

Orders

  • ['Pursuant to paragraph 411(4)(b) of the Corporations Act 2001 (Cth), the scheme of arrangement proposed to be made between the Plaintiff and the holders of its fully paid ordinary shares, and the scheme of arrangement proposed to be made between the Plaintiff and the holders of Transferrable Extendable Listed Yield...