In the matter of Tassal Group Limited (No 2) [2022] NSWSC 1619

In the matter of Tassal Group Limited (No 2) [2022] NSWSC 1619

Procedural requirements for scheme approval under s 411 have been satisfied, including statutory majorities, full disclosure, fair participation, and ASIC’s lack of objection; hence Court exercises discretion to approve the scheme of arrangement sought by Tassal.

Jurisdiction
Australia
Judgment Date
28 November 2022
Procedural Posture
Corporations Scheme of Arrangement / Final Approval – Second Court Hearing
Outcome
Scheme of arrangement approved
Legal Topics
['schemes of Arrangement' 'arrangements and Reconstructions' 'application Under S 411 of the Corporations Act 2001 (cth)' 'transfer of Assets' 'internal Corporate Group Reconstruction']
['corporations Law' 'equity'] ['schemes of Arrangement' 'arrangements and Reconstructions' 'application Under S 411 of the Corporations Act 2001 (cth)' 'transfer of Assets' 'internal Corporate Group Reconstruction']

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Procedural Posture

Corporations Scheme of Arrangement / Final Approval – Second Court Hearing

Legal Issues

  1. 1 ['Whether the procedural requirements for approval of the scheme under s 411 of the Corporations Act 2001 (Cth) are satisfied' 'Whether the scheme of arrangement should be approved' 'Whether scheme members have voted in good faith and not for an improper purpose' 'Whether the scheme is fair and reasonable' 'Whether minority shareholders would be oppressed by the scheme' 'Whether there is full and fair disclosure of information' 'Whether public policy is offended by the scheme']

Ratio Decidendi

Procedural requirements for scheme approval under s 411 have been satisfied, including statutory majorities, full disclosure, fair participation, and ASIC’s lack of objection; hence Court exercises discretion to approve the scheme of arrangement sought by Tassal.

Court Disposition

Scheme of arrangement approved

Orders

  • ['Scheme of arrangement between Tassal and its members (other than Excluded Shareholders) approved under s 411(4) of the Corporations Act 2001 (Cth)' 'Order that Cooke Sub be identified as the Excluded Shareholder in the scheme documentation under s 411(6)' 'Tassal exempted from compliance with s 411(11) of the...