An explanatory statement for a scheme of arrangement may comprise two documents where the complexity of the transaction warrants it. The full text of proposed constitutional amendments need not be distributed to shareholders provided a materially comprehensive summary is given. A responsible entity of a managed investment scheme is a 'trustee' for the purposes of s 63 of the Trustee Act 1925 (NSW) and the Court has jurisdiction to give judicial advice even where the trust instrument is governed by the law of another jurisdiction. A widely worded amendment power in a trust constitution, supplemented by s 601GC of the Corporations Law, authorises fundamental restructuring including compulsory cash-out of unitholders. However, broad judicial advice approving all implementation steps should not be given at a preliminary ex parte stage.
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