In the matter of ClearView Wealth Ltd

[2026] NSWSC 870

Supreme Court of NSW

Built by Barristers,
For Australian Law.

1. 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

At the first court hearing for a scheme of arrangement, the Court exercises its discretion to convene a scheme meeting if satisfied the scheme is bona fide and properly proposed, ASIC has had a reasonable opportunity to examine the scheme, procedural requirements are met, and there is no apparent reason the scheme should not receive approval if the statutory majority is achieved.
A voting intention statement by a major shareholder (here holding 53% of shares) is not ordinarily class-creating and does not require a separate class meeting.
The vesting and exercise of performance rights by a director who also recommends the scheme does not preclude that director from making a recommendation, provided adequate disclosure is made in the scheme booklet.