In the matter of The Trust Company Limited [2013] NSWSC 1680

In the matter of The Trust Company Limited [2013] NSWSC 1680

The Court was satisfied that the requirements for convening a meeting of members under s 411 of the Corporations Act 2001 (Cth) were met: TCL is a Pt 5.1 body, the scheme is an arrangement for the purposes of the Act, there has been proper disclosure, ASIC has had proper notice and opportunity to review, and no obstacles to convening the meeting were established. Ancillary orders as sought were also warranted.

Jurisdiction
Australia
Judgment Date
16 October 2013
Procedural Posture
Corporations Scheme of Arrangement Application / Initial (first Court Hearing) for Order to Convene Meeting of Members
Outcome
Specified orders made for the plaintiff to convene a meeting of members to consider and vote upon proposed scheme of arrangement.
Legal Topics
['scheme of Arrangement' 'section 411 Corporations Act' 'meeting of Members' 'disclosure Requirements' 'break Fee Arrangements' 'exclusivity Provisions']
['corporations Law' 'equity'] ['scheme of Arrangement' 'section 411 Corporations Act' 'meeting of Members' 'disclosure Requirements' 'break Fee Arrangements' 'exclusivity Provisions']

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Procedural Posture

Corporations Scheme of Arrangement Application / Initial (first Court Hearing) for Order to Convene Meeting of Members

Legal Issues

  1. 1 ['Whether the proposed scheme of arrangement is within the scope of s 411 Corporations Act 2001 (Cth)' 'Whether procedural and disclosure requirements have been met for ordering a meeting of members' 'Whether any preliminary legal obstacle exists to convening the meeting under the proposed terms']

Ratio Decidendi

The Court was satisfied that the requirements for convening a meeting of members under s 411 of the Corporations Act 2001 (Cth) were met: TCL is a Pt 5.1 body, the scheme is an arrangement for the purposes of the Act, there has been proper disclosure, ASIC has had proper notice and opportunity to review, and no obstacles to convening the meeting were established. Ancillary orders as sought were also warranted.

Court Disposition

Specified orders made for the plaintiff to convene a meeting of members to consider and vote upon proposed scheme of arrangement.

Orders

  • ['Order for TCL to convene a meeting of holders of fully paid ordinary shares to consider and vote upon the scheme of arrangement.' 'Approval of proposed notice of meeting and scheme booklet, including explanatory statement for distribution.' 'Order relieving TCL from compliance with certain regulations under...