New Zealand Case Law: Decisions & Judgments

Topic

Share acquisition

Legal area

Court

6 Dec 2022

RE. SOLARZERO LTD [2022] NZHC 3259

Citation

[2022] NZHC 3259
Court

High Court

The Court approved the scheme under s 236 because there was compliance with statutory requirements, the scheme was fairly presented with adequate information, the relevant classes were fairly represented and voted (including unanimous noteholder approval and unanimous shareholder approval of votes cast), the price offered was supported as fair, no objections were filed, and therefore the arrangement is one an intelligent and honest person of business might reasonably approve.
2 Feb 2022

TAYLOR v INDER and Others [2022] NZHC 73

Citation

[2022] NZHC 73
Court

High Court

The Court declined to order disclosure of the requested acquisition documents and the redacted trustee minutes because the documents were not 'trust information' reasonably necessary to enforce the trust, contained commercially sensitive material and trustees' reasons excluded by the Trusts Act, and disclosure would risk prejudicing trustee-company communications and beneficiary interests; the plaintiff breached an equitable duty of confidence by disclosing redacted minute content and final injunctive relief was granted including an order requiring the plaintiff to identify recipients of the…
22 Jul 2021

TILT RENEWABLES LIMITED [2021] NZHC 1861

Citation

[2021] NZHC 1861
Court

High Court

The Court approved the scheme because Tilt complied with statutory procedures and initial orders, the scheme was fairly and adequately presented to and fairly represented by the voting classes, shareholder approval comfortably exceeded statutory thresholds including s236A requirements, the Takeovers Panel raised no objection, creditors would not be adversely affected and the arrangement was fair and reasonable to the classes, therefore the Court properly exercised its discretion under s236 to approve the scheme.
18 Jul 2019

Re Westland Co-operative Dairy Co Ltd [2019] NZHC 1683

Citation

[2019] NZHC 1683
Court

High Court

The court approved the scheme because Westland complied with the statutory procedure, shareholders received all material information and voted with the requisite majorities, the scheme was supported unanimously by the board, the takeover price materially exceeded independent valuation ranges, the Takeovers Panel and Overseas Investment Office raised no objection and granted consent, remedial disclosure issues were promptly corrected, and overall the scheme was fair and equitable and addressed Westland's clear need for capital and milk supply commitments.
27 Mar 2019

Re. Methven Limited [2019] NZHC 608

Citation

[2019] NZHC 608
Court

High Court

The Court ordered the Part 15 scheme binding because statutory requirements were satisfied, the requisite shareholder majorities approved the arrangement, the Takeovers Panel raised no objection, the arrangement was found to be fair and equitable (including a 45% premium) and no prejudice to shareholders or creditors was identified, and procedural protections were observed.

New Zealand Case Law

RE. SOLARZERO LTD [2022] NZHC 3259

TAYLOR v INDER and Others [2022] NZHC 73

TILT RENEWABLES LIMITED [2021] NZHC 1861

Re Westland Co-operative Dairy Co Ltd [2019] NZHC 1683

Re. Methven Limited [2019] NZHC 608