In the matter of Professional Golfers Association of Australia Limited [2007] FCA 1571

FEDERAL COURT OF AUSTRALIA

In the matter of Professional Golfers Association of Australia Limited [2007] FCA 1571 CORPORATIONS – two schemes of arrangement under Pt 5.1 of Corporations Act 2001 (Cth) (the Act) – merger of two professional golfing associations structured as not-for-profit companies limited by guarantee, into a new association also structured as a not-for-profit company limited by guarantee, in which the members of the merging companies become members – assets and liabilities of the two merging companies to be transferred to, and accepted by, the new company, by a transfer order to be made under s 413 of the Act – the two existing companies then to be deregistered under s 413(1)(d) of the Act – 21 classes of members in one of the existing companies and six in the other, but only 12 in the new company – whether necessary that separate meetings be held of the members within the respective existing 27 classes – principles applicable – whether directions should be made fixing quorum for each scheme meeting – consideration of power to fix quorum. Held: (1) Not appropriate that separate meetings of classes of members be held – sufficient that there be two meetings, one of all the members of each of the two merging companies; (2) orders made under s 1319 of the Act fixing quorum for each scheme meeting.

Corporations Act 2001 (Cth) ss 411, 413 Federal Court (Corporations) Rules 2000 r 3.3(2)

Ball v Pearsall (1987) 10 NSWLR 700 cited Green v The Queen (1891) 17 VLR 329 cited In the Application of United Medical Protection [2007] FCA 631 referred to Municipality of St Leonards v Williams [1966] Tas SR 166 cited Nordic Bank plc v International Harvester Australia Ltd [1983] 2 VR 298 referred to Re Australian Consolidated Press Ltd (1994) 14 ACSR 639 referred to Re HIH Casualty and General Insurance Ltd (2006) 57 ACSR 791 cited Re Stork ICM Australia Pty (2007) 25 ACLC 208 cited Royal Victorian Institute for the Blind Ltd v RBS.RVIB.VAF (2004) 206 ALR 581 cited SGIC Insurance Ltd v Insurance Australia Ltd (2004) 51 ACSR 470 cited Sovereign Life Assurance Co v Dodd [1892] 2 QB 573 referred to UDL Argos Engineering & Heavy Industries Co Ltd v Li Oi Lin [2001] 3 HKLRD 634 referred to PROFESSIONAL GOLFERS ASSOCIATION OF AUSTRALIA LIMITED (ACN 002 829 058) AND PGA TOUR OF AUSTRALASIA LIMITED (ACN 002 539 433) v NEW GOLF LIMITED (ACN 127 641 829) NSD 1879 OF 2007