NSW Caselaw
New South Wales Supreme Court
CITATION : Macquarie Private Capital A Limited [2008] NSWSC 323
HEARING DATE(S) : 08/04/08, 09/04/08
JUDGMENT DATE : 9 April 2008
JURISDICTION : Equity Division Corporations List
JUDGMENT OF : Barrett J
EX TEMPORE JUDGMENT DATE : 9 April 2008
DECISION : Orders made for convening of meetings
CATCHWORDS : CORPORATIONS - compromises and arrangement - proposal for interlinked schemes of arrangement and amendment of managed investment scheme constitution so that "stapled securities" acquired by outside party for cash - applications for orders under Corporations Act, s 411(1) and for judicial advice under Trustee Act 1925, s 63 - whether potential voting restriction affecting one security holder should be addressed at this stage - where consideration variable but formula fixed and quantum will be ascertained and notified before meetings - where security holders will be subjected to warranty that securities free from encumbrance - whether one holder constitutes separate class for scheme purposes - "no shop", "no talk" and "break fee" provisions - whether court should at convening stage consider avoidance question posed by s 411(17)(a) - meaning of that provision discussed - need for explanatory statement to set out scheme conditions precedent in full
Companies Act 1981 (Cth). s 315(21) Companies (Acquisition of Shares) Act 1980 LEGISLATION CITED : Corporate Law Simplification Program Act 1999 Corporations Act 2001 (Cth) ss 253E, 411(1), 411(2)(b), 411(4)(b), 411(17), 601GC(1)(a) Trustee Act 1925, s 63
CATEGORY : Principal judgment
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