STATEWEST CREDIT SOCIETY LIMITED ACN OR ARBN 71 087 651 885, IN THE MATTER OF STATEWEST CREDIT SOCIETY LIMITED [2005] FCA 1837

STATEWEST CREDIT SOCIETY LIMITED ACN OR ARBN 71 087 651 885, IN THE MATTER OF STATEWEST CREDIT SOCIETY LIMITED [2005] FCA 1837

The application to convene a meeting of members under s 411(1) of the Corporations Act 2001 (Cth) was refused because the plaintiff failed to comply with the disclosure obligations under its Constitution’s Demutualisation Approval Procedure with respect to financial benefits to be received by an officer (Mr Wall), meaning a mandatory precondition to any scheme approval was not satisfied, and thus it was not likely that the scheme would be approved at a later hearing even if the necessary majorities were obtained.

Jurisdiction
Australia
Judgment Date
14 December 2005
Procedural Posture
Application for Orders Under S 411(1) of the Corporations Act 2001 (cth) / Interlocutory (hearing for Convening a Meeting of Members for Scheme of Arrangement)
Outcome
Application refused
Legal Topics
['scheme of Arrangement' 'demutualisation' 'disclosure Obligations' 'reduction of Capital']
['corporations Law'] ['scheme of Arrangement' 'demutualisation' 'disclosure Obligations' 'reduction of Capital']

Case Brief

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Procedural Posture

Application for Orders Under S 411(1) of the Corporations Act 2001 (cth) / Interlocutory (hearing for Convening a Meeting of Members for Scheme of Arrangement)

Legal Issues

  1. 1 ['Whether the Court should make orders convening a meeting of members to consider a scheme of arrangement under s 411(1) of the Corporations Act 2001 (Cth)' 'Whether there was adequate disclosure of benefits to officers as required by the Demutualisation Approval Procedure in the Constitution of the plaintiff' 'Whether failure to comply with disclosure requirements precludes convening of meeting and approval of the scheme']

Ratio Decidendi

The application to convene a meeting of members under s 411(1) of the Corporations Act 2001 (Cth) was refused because the plaintiff failed to comply with the disclosure obligations under its Constitution’s Demutualisation Approval Procedure with respect to financial benefits to be received by an officer (Mr Wall), meaning a mandatory precondition to any scheme approval was not satisfied, and thus it was not likely that the scheme would be approved at a later hearing even if the necessary majorities were obtained.

Court Disposition

Application refused

Orders

  • ['Leave granted to Patrick Kirwan, Thomas Rosser, Michael Woodford, Lewis Louthean, and George Keenan to be heard in these proceedings.' "The plaintiff's interlocutory application dated 25 November 2005 for the making of orders convening the meeting of members of the plaintiff is refused." "The plaintiff's...