CORPORATIONS — arrangements and reconstructions — schemes of arrangement or compromise — application under s 411 of the Corporations Act 2001 (Cth) for orders convening meeting of members to consider and, if thought fit, to agree to proposed scheme of arrangement — whether requirements to order scheme meeting are satisfied
Quick Take
1A transaction costs adjustment mechanism that introduces theoretical variability into scheme consideration does not preclude convening a scheme meeting where the mechanism is fully disclosed and the adjustment is presently expected to be nil, though a real question may arise at the second court hearing if the final adjustment amount is not disclosed to shareholders before the scheme meeting.
2An exclusivity provision in a scheme implementation agreement that initially imposed a 3% threshold for 'Superior Proposal' from prior auction participants was amended following ASIC discussions to limit that threshold to a four-week period; the amended provision raised no concern at the first court hearing.
3Employees receiving benefits under equity incentive arrangements in connection with a scheme do not form a discrete class at the scheme meeting where those benefits are adequately disclosed in the scheme booklet.
