The Court held that it is permissible under s 411 of the Corporations Act to effect a control transaction through two separate but inter-conditional schemes of arrangement directed at different subsets of shareholders holding the same class of shares, rather than requiring a single scheme with multiple classes, recognising the flexible operation of the scheme provisions. The Court also held that quorum requirements in a shareholders' agreement governing shareholder-convened or director-convened meetings do not apply to scheme meetings convened by court order under s 411, and that ASIC Instrument 2020/734 does not prohibit stub equity issuance in proprietary companies where disclosure exemptions other than s 708(17) are available.
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