In the matter of Namoi Cotton Co-operative Ltd [2017] NSWSC 1165

Supreme Court New South Wales

Medium Neutral Citation: In the matter of Namoi Cotton Co-operative Ltd [2017] NSWSC 1165 Hearing dates: 16 August 2017 Decision date: 31 August 2017 Jurisdiction: Equity - Corporations List Before: Black J Decision: The Court orders pursuant to s 415 of the Co-operatives National Law that the Plaintiff convene a meeting of capital stockholders for the purpose of considering and, if thought fit, agreeing to the proposed creditors' scheme of arrangement. Catchwords: CORPORATIONS — Arrangements and reconstructions — Schemes of arrangement or compromise – Application under s 415 of the Co-operatives National Law for orders convening a meeting of capital stockholders to consider and if thought fit to agree to proposed creditors' scheme of arrangement – where scheme would convert co-operative to public limited company under the Corporations Act 2001 (Cth) and convert capital stock to shares – where Plaintiff proposes interrelated members' scheme Legislation Cited: - Co-operatives (Adoption of National Law) Act 2012 (NSW) - Co-operatives National Law (NSW), Pts 3.4 Div 1, 4.4, ss 168, 248, 345(1), 347–348, 414(1)(b), 415–416, 428 - Corporations Act 2001 (Cth), s 411 Cases Cited: - Cleary v Australian Co-operative Foods Ltd (No 2 and No 3) [1999] NSWSC 991; NSWSC 1062; (1999) 32 ACSR 701 - First Pacific Advisors LLC v Boart Longyear Ltd [2017] NSWCA 116 - Re ACM Gold Ltd (1992) 34 FCR 530; 7 ACSR 231 - Re Adelaide Bank Ltd [2007] FCA 1582 - Re Amcom Telecommunications Ltd (No 4) [2015] FCA 720; (2015) 107 ACSR 341 - Re Application of Australian Co-operative Foods Ltd [2001] NSWSC 382; (2001) 186 ALR 21; 38 ACSR 71 - Re Australian Co-operative Foods Ltd [2008] NSWSC 1063 - Re Boart Longyear Ltd [2017] NSWSC 567 - Re Dairy Farmers Milk Co-operative Ltd [2009] NSWSC 627 - Re Namoi Cotton Co-operative Ltd (1998) 26 ACSR 694 - Re Opes Prime Stockbroking Ltd (No 2) [2009] FCA 813; (2009) 179 FCR 20 - Re Westfield Holdings Ltd [2004] NSWSC 458; (2004) 49 ACSR 734 - Sovereign Life Assurance Company v Dodd [1892] 2 QB 573 Category: Procedural and other rulings Parties: Namoi Cotton Co-operative Ltd (Plaintiff) Representation: Counsel: D F C Thomas/M T Sherman (Plaintiff)