In the matter of Villa World Limited [2019] NSWSC 1207

In the matter of Villa World Limited [2019] NSWSC 1207

The requirements for convening a scheme meeting under s 411 of the Corporations Act 2001 (Cth) are satisfied. The interests of directors arising from performance rights are properly disclosed, and do not preclude them making recommendations to shareholders. The scheme booklet provides adequate disclosure. Provisions for break fee, exclusivity, and deemed warranties do not justify refusing orders. Orders convening the scheme meeting and approving the scheme booklet for distribution are made.

Jurisdiction
Australia
Judgment Date
11 September 2019
Procedural Posture
Corporations Proceedings (scheme of Arrangement) / First Court Hearing—orders Convening Scheme Meeting and Approving Scheme Booklet
Outcome
Orders made convening scheme meeting and approving scheme booklet for distribution.
Legal Topics
['schemes of Arrangement' 'director Interests' 'disclosure Requirements' 'break Fee' 'exclusivity Provisions' 'performance Rights']
['corporations'] ['schemes of Arrangement' 'director Interests' 'disclosure Requirements' 'break Fee' 'exclusivity Provisions' 'performance Rights']

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Procedural Posture

Corporations Proceedings (scheme of Arrangement) / First Court Hearing—orders Convening Scheme Meeting and Approving Scheme Booklet

Legal Issues

  1. 1 ['Whether requirements under s 411 of Corporations Act 2001 (Cth) to convene a scheme meeting are satisfied' 'Whether director with an interest in performance rights can recommend the scheme' 'Whether scheme booklet disclosure is adequate' 'Whether the break fee and exclusivity provisions are permissible']

Ratio Decidendi

The requirements for convening a scheme meeting under s 411 of the Corporations Act 2001 (Cth) are satisfied. The interests of directors arising from performance rights are properly disclosed, and do not preclude them making recommendations to shareholders. The scheme booklet provides adequate disclosure. Provisions for break fee, exclusivity, and deemed warranties do not justify refusing orders. Orders convening the scheme meeting and approving the scheme booklet for distribution are made.

Court Disposition

Orders made convening scheme meeting and approving scheme booklet for distribution.

Orders

  • ['Villa World Limited to convene a scheme meeting of shareholders to consider the proposed scheme of arrangement.' 'Scheme booklet approved for distribution to Villa World shareholders, including by electronic means for shareholders with electronic addresses.' 'Other procedural orders as proposed by Villa World.']