In the matter of Commercial Credit Holdings Limited

[2026] NSWSC 910

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

Where management shares are scheme shares to be acquired under the scheme and holders will receive the same consideration as ordinary shareholders, the Court's power under s 1319 of the Corporations Act is sufficiently broad to direct that management shareholders be permitted to vote at the scheme meeting in a single class with ordinary shareholders, notwithstanding constitutional restrictions on their voting rights at general meetings.
Stub equity offered through an Australian public company with compulsory custodial arrangements that complies with ASIC Corporations (Stub Equity in Control Transactions) Instrument 2020/734, with adequate risk disclosure, provides no reason for the Court to decline to convene a scheme meeting or approve the scheme.
Reduction of scheme consideration to repay outstanding employee loans under long-term incentive plans does not require a separate voting class where the treatment is disclosed and holders otherwise receive the same consideration as ordinary shareholders.