In the matter of Viscopy Limited [2017] NSWSC 1516

In the matter of Viscopy Limited [2017] NSWSC 1516

The Court was satisfied that it could order the convening of a single meeting of Viscopy members because the proposed scheme raised no novelty merely by involving companies limited by guarantee, there was no relevant difference in members' legal rights requiring separate classes, and any different economic incentives between members could be addressed by tagging votes for consideration at the second court hearing.

Jurisdiction
Australia
Judgment Date
06 October 2017
Procedural Posture
Application Under Ss 411 and 413 of the Corporations Act 2001 (cth) for Orders Convening a Members' Meeting to Consider a Proposed Scheme of Arrangement / First Court Hearing
Outcome
Application granted; meeting of members ordered to be convened and ancillary orders made.
Legal Topics
['scheme of Arrangement' 'companies Limited by Guarantee' "members' Meeting" 'class Voting' 'amalgamation of Not for Profit Companies']
['corporations'] ['scheme of Arrangement' 'companies Limited by Guarantee' "members' Meeting" 'class Voting' 'amalgamation of Not for Profit Companies']

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 1 Authorities cited 2 Party arguments 1 Amounts and remedies 1
Sign in to unlock

Procedural Posture

Application Under Ss 411 and 413 of the Corporations Act 2001 (cth) for Orders Convening a Members' Meeting to Consider a Proposed Scheme of Arrangement / First Court Hearing

Legal Issues

  1. 1 ['Whether the Court should order that Viscopy convene a meeting of its members to consider the proposed scheme of arrangement.' 'Whether Viscopy members should vote in separate classes comprising members who are only members of Viscopy and members who are also members of Copyright Agency.' 'Whether the scheme booklet and related documents should be approved for despatch to members.']

Ratio Decidendi

The Court was satisfied that it could order the convening of a single meeting of Viscopy members because the proposed scheme raised no novelty merely by involving companies limited by guarantee, there was no relevant difference in members' legal rights requiring separate classes, and any different economic incentives between members could be addressed by tagging votes for consideration at the second court hearing.

Court Disposition

Application granted; meeting of members ordered to be convened and ancillary orders made.

Orders

  • ['Pursuant to s 411 of the Corporations Act 2001 (Cth), Viscopy Limited is to convene a meeting of members for the purposes of considering and, if thought fit, agreeing to the proposed scheme of arrangement.' 'The Court approved the material to be sent to members of Viscopy and the manner in which it will be sent,...