Federal Court of Australia
Federal Court of Australia
Dragontail Systems Limited, in the matter of Dragontail Systems Limited [2021] FCA 834 File number: NSD 626 of 2021
Judgment of: HALLEY J
Date of judgment: 16 July 2021
Date of publication of reasons: 22 July 2021
Catchwords: CORPORATIONS – members' scheme of arrangement – first court hearing – application under ss 411 and 1319 of the Corporations Act (Cth) for orders convening a meeting of members to consider and agree a proposed scheme of arrangement – proposed acquisition of shares in target company in exchange for consideration – performance risk where foreign withholding tax obligations of outsiders secured by deed poll and trustee arrangement – exclusivity – break fee – deemed warranties – proposed hybrid electronic meeting of members due to COVID-19 restrictions – application granted
Legislation: Corporations Act 2001 (Cth) ss 411, 1319 Corporations (Coronavirus Economic Response) Determination (No. 3) 2020 (Cth) s 5
Cases cited: Adelaide Bank Limited, in the matter of Adelaide Bank Limited [2007] FCA 1582 Amcom Telecommunications Limited, in the matter of Amcom Telecommunications Limited [2015] FCA 341 APN News & Media Limited, in the matter of APN News & Media Limited (2007) 62 ACSR 400; [2007] FCA 770 Asaleo Care Limited, in the matter of Asaleo Care Limited [2021] FCA 406 Australian Leaders Fund Ltd v Equity Trustees Ltd, in the matter of Australian Leaders Fund Ltd [2021] FCA 88 In the matter of BINGO Industries Limited [2021] NSWSC 798 In the matter of Coca-Cola Amatil Limited [2021] NSWSC 270 In the matter of Ellerston Global Investments Limited [2020] NSWSC 879 Palladium Group Holdings Pty Ltd, in the matter of Palladium Group Holdings Pty Ltd [2020] FCA 1123 Westfield Holdings Limited (2004) 49 ACSR 734; [2004] NSWSC 458
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