Tower Australia Group Limited, in the matter of Tower Australia Group Limited [2011] FCA 224

Tower Australia Group Limited, in the matter of Tower Australia Group Limited [2011] FCA 224

The plaintiff satisfied the Court that the scheme was properly proposed, the Scheme Booklet (with tax statement amendment) was suitable for shareholder distribution, no relevant impediment arose from the exclusivity provisions or scheme clauses, and all necessary evidentiary requirements for the first hearing under s 411(1) were met, so the orders permitting the meeting of shareholders and related directions should be granted.

Jurisdiction
Australia
Judgment Date
16 March 2011
Procedural Posture
Corporations Scheme of Arrangement Application / First Court Hearing and Orders for Shareholder Meeting
Outcome
Orders made permitting convening of shareholder meeting with amendment to Scheme Booklet; directions as to meeting conduct; notice requirements; proceedings stood over; liberty to apply granted.
Legal Topics
['scheme of Arrangement' 'shareholder Meeting' 'exclusivity Provisions' 'fiduciary Duty' 'disclosure Duty']
['corporations Law'] ['scheme of Arrangement' 'shareholder Meeting' 'exclusivity Provisions' 'fiduciary Duty' 'disclosure Duty']

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Procedural Posture

Corporations Scheme of Arrangement Application / First Court Hearing and Orders for Shareholder Meeting

Legal Issues

  1. 1 ['Whether the plaintiff should be permitted to convene a meeting of shareholders to consider a proposed scheme of arrangement under s 411(1) of the Corporations Act 2001 (Cth)' 'Whether the Scheme Booklet (with amendment) is adequate for distribution' "Whether the exclusivity ('no shop' and 'no talk') provisions conflict with directors' fiduciary obligations"]

Ratio Decidendi

The plaintiff satisfied the Court that the scheme was properly proposed, the Scheme Booklet (with tax statement amendment) was suitable for shareholder distribution, no relevant impediment arose from the exclusivity provisions or scheme clauses, and all necessary evidentiary requirements for the first hearing under s 411(1) were met, so the orders permitting the meeting of shareholders and related directions should be granted.

Court Disposition

Orders made permitting convening of shareholder meeting with amendment to Scheme Booklet; directions as to meeting conduct; notice requirements; proceedings stood over; liberty to apply granted.

Orders

  • ['Plaintiff to convene a shareholder meeting (excluding Dai-ichi Life Insurance Company, Limited and associates) at specified time/place for Scheme consideration.' 'Scheme Booklet (with amendment to tax consequences clause) approved for distribution.' 'Chairman appointed for the meeting, with power to adjourn.'...