In the matter of WPP AUNZ Limited [2021] NSWSC 520

In the matter of WPP AUNZ Limited [2021] NSWSC 520

The scheme of arrangement should be approved as it satisfied all statutory and procedural requirements, was fair and reasonable, received the necessary majorities, had ASIC approval, full disclosure was provided, and no evidence of oppression or substantial injustice arose from any procedural irregularity.

Jurisdiction
Australia
Judgment Date
12 May 2021
Procedural Posture
Application for Approval of Scheme of Arrangement / Second Court Hearing for Approval of Scheme of Arrangement
Outcome
Orders made; scheme of arrangement approved.
Legal Topics
['schemes of Arrangement' 'arrangements and Reconstructions' 'court Approval' 'procedural Compliance']
['corporations Law' 'equity'] ['schemes of Arrangement' 'arrangements and Reconstructions' 'court Approval' 'procedural Compliance']

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Procedural Posture

Application for Approval of Scheme of Arrangement / Second Court Hearing for Approval of Scheme of Arrangement

Legal Issues

  1. 1 ['Whether the proposed scheme of arrangement satisfies statutory formal requirements under s 411 of the Corporations Act 2001 (Cth)' 'Whether the scheme is fair and reasonable and should be approved by the Court' 'Whether procedural irregularities in notice to directors prevented approval' 'Whether any oppression of minority shareholders or issues of public policy arise']

Ratio Decidendi

The scheme of arrangement should be approved as it satisfied all statutory and procedural requirements, was fair and reasonable, received the necessary majorities, had ASIC approval, full disclosure was provided, and no evidence of oppression or substantial injustice arose from any procedural irregularity.

Court Disposition

Orders made; scheme of arrangement approved.

Orders

  • ['Scheme of arrangement between WPPA and scheme participants approved under s 411(4)(b) of the Corporations Act 2001 (Cth).' 'WPPA exempted from compliance with s 411(11) of the Act regarding annexure of court order to constitution.' 'Definition of Excluded Shareholders in the orders amended to refer to Cavendish...