Alstom Signalling Solutions Pty Ltd, in the matter of Alstom Signalling Solutions Pty Ltd v Alstom Transport Australia Pty Limited

Alstom Signalling Solutions Pty Ltd, the plaintiff, sought approval for a proposed single member scheme of arrangement under section 411 of the Corporations Act 2001 (Cth). The scheme aimed to transfer the assets, liabilities, and employees of ASSPL to its sole member, Alstom Transport Australia Pty Ltd (ATAPL), effectively collapsing ASSPL into ATAPL. The Federal Court of Australia was tasked with determining whether the scheme was appropriate and if the necessary procedural requirements were met to convene a scheme meeting.

The legal issues before the court included confirming that ASSPL was a Part 5.1 body, verifying that the proposed scheme was an "arrangement" within the meaning of section 411 of the Act, ensuring the explanatory statement provided proper disclosure to members, and determining if the scheme was bona fide and properly proposed. Additionally, the court had to assess whether ASIC had had a reasonable opportunity to examine the scheme and whether any other procedural requirements had been fulfilled.

The court found that ASSPL was indeed a Part 5.1 body and that the proposed scheme constituted an arrangement. The explanatory statement was deemed to provide adequate disclosure and contain the prescribed information, with the directors of ASSPL supporting the scheme as fair and reasonable. ASIC had been given a reasonable opportunity to review the scheme, and all procedural requirements had been met. The court concluded that the scheme was not inappropriate and was a commercial proposition likely to gain approval if passed by the necessary majorities. Consequently, the court ordered the convening of a scheme meeting and approved the explanatory statement.

The orders included convening a scheme meeting of ATAPL to consider the scheme, approving the explanatory statement, and directing the advertisement of the application for approval of the scheme in The Australian newspaper. The proceedings were adjourned to a later date for the second hearing on the scheme's approval.