In the matter of Tribeca Learning Limited (ABN 16 084 211 423) [2006] FCA 356

In the matter of Tribeca Learning Limited (ABN 16 084 211 423) [2006] FCA 356

The Court was satisfied that the affidavit and exhibit evidence accorded with usual practice for exercising the discretion to convene a meeting under s 411, that the draft orders incorporated usual practice, that the credit risk issue was addressed by the scheme structure and the Washington Post Company undertaking...

Source-derived case information.

Jurisdiction
Australia
Judgment Date
27 March 2006
Procedural Posture
Application for Approval of a Members Scheme of Arrangement Under Part 5.1 of the Corporations Act 2001 (cth) / First Court Hearing; Application for Orders Convening a Meeting of Members
Outcome
Orders made to convene a meeting of Tribeca shareholders to consider the proposed scheme of arrangement.
Legal Topics
['scheme of Arrangement' 'first Court Hearing' 'convening Meeting of Members' 'takeover by Scheme of Arrangement' 'credit Risk in Cash Consideration']
['corporations Law'] ['scheme of Arrangement' 'first Court Hearing' 'convening Meeting of Members' 'takeover by Scheme of Arrangement' 'credit Risk in Cash Consideration']

Source-derived case record

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Procedural Posture

Application for Approval of a Members Scheme of Arrangement Under Part 5.1 of the Corporations Act 2001 (cth) / First Court Hearing; Application for Orders Convening a Meeting of Members

Legal Issues

  1. 1 ['Whether orders should be made under s 411(1) of the Corporations Act 2001 (Cth) convening a meeting of Tribeca shareholders to consider the proposed scheme of arrangement.' 'Whether the proposed cash consideration and payment timing raised a credit risk issue that should affect the convening order.' 'Whether use of a scheme of arrangement for a takeover that could have proceeded under Chapter 6 of the Corporations Act 2001 (Cth) raised an issue under s 411(17).']

Ratio Decidendi

The Court was satisfied that the affidavit and exhibit evidence accorded with usual practice for exercising the discretion to convene a meeting under s 411, that the draft orders incorporated usual practice, that the credit risk issue was addressed by the scheme structure and the Washington Post Company undertaking to provide Kaplan with the scheme consideration, and that ASIC did not presently intend to oppose the orders expected at the second court hearing. Orders convening the shareholders' meeting were therefore made.

Court Disposition

Orders made to convene a meeting of Tribeca shareholders to consider the proposed scheme of arrangement.

Orders

  • ['Pursuant to section 411(1) of the Corporations Act 2001 (Cth), Tribeca convene a meeting of its shareholders for the purpose of considering and, if thought fit, agreeing to the proposed scheme of arrangement.' 'The meeting of shareholders be held on 5 May 2006 at the Macquarie Graduate School of Management, CBD...