In the matter of TLC Marketing Worldwide Pty Limited (subject to a Deed of Company Arrangement) [2018] NSWSC 454

Supreme Court New South Wales

Medium Neutral Citation: In the matter of TLC Marketing Worldwide Pty Limited (subject to a Deed of Company Arrangement) [2018] NSWSC 454 Hearing dates: 14 February 2018 Decision date: 14 February 2018 Jurisdiction: Equity - Corporations List Before: Black J Decision: The deed of company arrangement dated 26 July 2017 is valid and effective for all purposes of the Corporations Act 2001 (Cth). The non-inclusion in the deed of company arrangement of a provision in the terms otherwise required by s 444DA(1) of the Act is approved. Catchwords: PRACTICE AND PROCEDURE – where hearing of challenge to validity of deed of company arrangement not completed – where creditors have voted to support the deed of company arrangement knowing of the prior challenge – whether deed of company arrangement is valid and effective for all purposes of the Corporations Act 2001 (Cth)

PRACTICE AND PROCEDURE – where provision of deed of company arrangement required by s 444DA(1) of the Corporations Act was not included – whether non-inclusion of the provision would be likely to result in the same or a better outcome for employee creditors than would result from immediate winding up of the company – whether Court will approve the non-inclusion of such a provision pursuant to s 444DA(5) of the Corporations Act Legislation Cited: - Corporations Act 2001 (Cth) ss 444DA, 444F, 447A, 556, 560, 561 Cases Cited: - Australian Competition and Consumer Commission v Real Estate Institute of Western Australia Inc (1999) 95 FCR 114 Category: Procedural and other rulings Parties: Optus Administration Pty Ltd (Plaintiff) Bruce Gleeson in his capacity as joint and several voluntary administrator of TLC Marketing Worldwide Pty Limited (subject to deed of company arrangement) (First Defendant) Daniel Robert Soire in his capacity as joint and several deed administrator of TLC Marketing Worldwide Pty Ltd (subject to deed of company arrangement) (Second Defendant) TLC Marketing Worldwide Pty Limited (subject to deed of company arrangement) (Third Defendant) TL Marketing France Sarl (Fourth Defendant) Bruce Gleeson and Daniel Soire (Applicants to Amended Interlocutory Process) TLC Marketing Worldwide Pty Ltd (subject to Deed of Company Arrangement) (Applicant to Interlocutory Process) Representation: Counsel: S Golledge (First and Second Defendants/Applicant to Amended Interlocutory Process) M Condon SC (Third Defendant/Applicant to Interlocutory Process)