In the matter of Westfield Corporation Limited (No 2) [2018] NSWSC 921

In the matter of Westfield Corporation Limited (No 2) [2018] NSWSC 921

Statutory requirements for scheme approval were satisfied, the schemes were fair and reasonable on evidence and argument, and the French financial transactions tax was immaterial; full and fair disclosure was made; Court approved the WCL Merger Scheme, WCL Demerger Scheme under s 411 Corporations Act, and gave judicial advice under s 63 Trustee Act for the trust schemes.

Jurisdiction
Australia
Judgment Date
20 June 2018
Procedural Posture
Application for Approval of Schemes of Arrangement and Judicial Advice / Final Hearing and Orders
Outcome
Schemes approved; judicial advice given
Legal Topics
['schemes of Arrangement' 'trustee Judicial Advice' 'merger' 'demerger' 'securityholder Meetings' 'court Approval']
['corporations' 'equity'] ['schemes of Arrangement' 'trustee Judicial Advice' 'merger' 'demerger' 'securityholder Meetings' 'court Approval']

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Procedural Posture

Application for Approval of Schemes of Arrangement and Judicial Advice / Final Hearing and Orders

Legal Issues

  1. 1 ['Whether the WCL Merger Scheme and WCL Demerger Scheme should be approved under s 411 of the Corporations Act 2001 (Cth)' 'Whether judicial advice should be given under s 63 of the Trustee Act 1925 (NSW) for implementation of the WAT Trust Scheme and WFDT Trust Scheme' 'Whether the schemes are fair and reasonable to members and securityholders' 'Effect of late-emerging French financial transactions tax']

Ratio Decidendi

Statutory requirements for scheme approval were satisfied, the schemes were fair and reasonable on evidence and argument, and the French financial transactions tax was immaterial; full and fair disclosure was made; Court approved the WCL Merger Scheme, WCL Demerger Scheme under s 411 Corporations Act, and gave judicial advice under s 63 Trustee Act for the trust schemes.

Court Disposition

Schemes approved; judicial advice given

Orders

  • ['The WCL Merger Scheme and WCL Demerger Scheme are approved under s 411 of the Corporations Act 2001 (Cth)' 'Judicial advice sought with respect to the implementation of the WAT Trust Scheme and WFDT Trust Scheme is given under s 63 of the Trustee Act 1925 (NSW)']