In the matter of Grant Thornton Australia Ltd

[2026] NSWSC 898

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

An independent expert report is not required for a first court hearing where the scheme company is an unlisted professional services firm whose shareholders are sophisticated professionals with expertise in financial matters, the directors have significant relevant experience, and sufficient information has been made available to shareholders.
Differential allocation of scheme consideration among shareholders within a single class does not necessarily require separate class meetings where the differentiation reflects existing common allocation principles (here, existing dividend entitlement rights based on remuneration principles), provided each shareholder is informed of their own allocation and the basis of the allocation methodology; the question of separate classes may be deferred to the second court hearing with vote-tagging.
Non-disclosure of the specific scheme consideration allocated to individual directors may be acceptable in the context of an unlisted company whose shareholders are sophisticated professionals, where the allocation principles and the existence of extraneous financial benefits are disclosed, though the Court indicated this approach would not be accepted for a listed public company.