The decision provides a concise summary of the principles applicable at the first stage of a members' scheme of arrangement under s 411 of the Corporations Act 2001 (Cth), confirming that the Court's role is supervisory and that the merits of the scheme are a matter for shareholders. Exclusivity provisions will not prevent convening orders provided they are for a reasonable and ascertainable period, contain a fiduciary duty carve-out, and are adequately disclosed. A break fee not exceeding 1% of equity value will generally not prevent convening orders unless it would coerce shareholders or deter competing offers.
The full text is available to signed-in members, including the 13 later cases that cite this judgment.