A scheme of arrangement between a target company and its members does not, without more, make the target and its voting members 'associates' within the meaning of the Corporations Act definition incorporated into commercial contracts. The purpose of a scheme is confined to conferring authority on the target to transfer members' shares; it does not extend to controlling or influencing the acquirer's affairs. Where a contract incorporates the statutory definition of 'associate' by reference but also contains a specific provision addressing board composition, the specific provision displaces the broader statutory definition to the extent of any conflict. Voting in favour of a scheme resolution, without more, does not constitute 'acting in concert' with the company proposing the scheme. The court expressed doubt, without deciding, whether a scheme of arrangement constitutes a 'relevant agreement' at all.
The full text is available to signed-in members, including the 27 later cases that cite this judgment.
7 of the 27 citing cases carry a classified treatment. How each court treated it is available to signed-in members.