CORPORATIONS — arrangements and reconstructions — schemes of arrangement or compromise — application under s 411 of the Corporations Act 2001 (Cth) for orders approving scheme of arrangement and ancillary orders
Quick Take
1Where scheme shareholders receive differing mixes of cash and scrip consideration determined by common allocation principles, this does not require separate class meetings, particularly where the differentiation mirrors existing profit distribution arrangements.
2A procedural irregularity in the identity of the chairperson of a scheme meeting (where a person other than those specified in the convening orders assumed the chair) is a procedural irregularity under s 1322(2) of the Corporations Act that does not invalidate the meeting where no substantial injustice is caused.
3The s 3(a)(10) exemption under the US Securities Act 1933 is satisfied where the court conducted a fairness hearing open to the public, all persons to whom securities would be issued had standing to appear, and adequate notice was given.
