Security Matters Limited, in the Matter of Security Matters Limited (No 3) [2023] FCA 140

FEDERAL COURT OF AUSTRALIA

Security Matters Limited, in the Matter of Security Matters Limited (No 3) [2023] FCA 140 File number(s): VID 777 of 2022

Judgment of: O'CALLAGHAN J

Date of judgment: 28 February 2023

Catchwords: CORPORATIONS – schemes of arrangement – second court hearing – where plaintiff sought to merge with NASDAQ-listed "special purpose acquisitions company" – where independent expert report opined that schemes of arrangement were not fair and not reasonable and not in the best interests of security holders – where security holders overwhelmingly approved schemes – where the Australian Securities and Investments Commission (ASIC) opposed the approval of the schemes of arrangement on process and public policy grounds – where Board of Directors resolved to support schemes of arrangement – where Board of Directors recommended that security holders vote in favour of the schemes of arrangement – whether experts retained to advise Board of Directors needed to comply with ASIC Regulatory Guides or Federal Court Expert Evidence Practice Notes including the Federal Court Harmonised Expert Witness Code of Conduct – orders sought under s 411(4)(b) of the Corporations Act 2001 (Cth) for approval of schemes of arrangement – order sought under s 411(12) for exemption from compliance with s 411(11) – orders made

Legislation: Corporations Act 2001 (Cth) ss 411(4), (11), (12), 412(1), 411(17) Corporations Regulations 2001 (Cth) regs 5.1.01, sch 8 cl 8303 Federal Court (Corporations) Rules 2000 (Cth) r 3.5(b)