The MAC Services Group Limited [2010] NSWSC 1316

Reported Decision : 80 ACSR 390

New South Wales Supreme Court

CITATION : The MAC Services Group Limited [2010] NSWSC 1316

HEARING DATE(S) : 09/11/10

JUDGMENT DATE : 15 November 2010

JURISDICTION : Equity Division Corporations List

JUDGMENT OF : Barrett J

DECISION : Orders under Corporations Act, s 411(1) for convening of meeting of members and ancillary matters.

CATCHWORDS : CORPORATIONS - arrangements and reconstructions - scheme of arrangement between a company and all members other than acquirer and its associates - member with 52% of shares grants option to purchase 19.9% to acquirer - option exercisable in certain circumstances related to emergence of counter-proposal and bettering thereof by acquirer - whether 52% shareholder thereby set aside so as to constitute separate class of members - CORPORATIONS - members' scheme of arrangement - voting by members - whether court should by order specify members' voting rights and cut-off time for recognition of entitlements to vote - no need for court to deal with either matter - discussion of members' voting rights under Part 5.1 where the Part 5.1 body is a "company" - as to cut-off time, court should allow fixing by the company in accordance with regulations accommodating share trading and transfer system

Companies Act 1961, s 1445 Companies Act 1862 (UK) s 51 LEGISLATION CITED : Corporations Act 2001 (Cth), Division 3 of Part 7.11, Parts 2G1, 2G.2, 5.1, ss 9, 135(1)(a), 135(2), 250E, 257B, 411, 547(3), 610, 671B, 1073A(1)(a) Corporations Regulations 2001 (Cth), regs 7.11.03(1)(a), 7.11.37 Practice Note [1934] WN (Eng) 142 Supreme Court (Corporations) Rules 1999, rule 3.3(2)