DECISION

Fair Work Act 2009
s.185—Enterprise agreement

Dormakaba Australia Pty Ltd
(AG2021/6886)

DORMAKABA AUSTRALIA PTY LTD QUEEN’S WHARF PROJECT AGREEMENT

Manufacturing and associated industries
DEPUTY PRESIDENT COLMAN	MELBOURNE, 7 SEPTEMBER 2021

Application for approval of the Dormakaba Australia Pty Ltd Queen’s Wharf Project Agreement.

[1] Dormakaba Australia Pty Ltd has made an application for approval of a greenfields agreement known as the Dormakaba Australia Pty Ltd Queen’s Wharf Project Agreement (the Agreement) pursuant to s 185 of the Fair Work Act 2009 (the Act).

[2] This is a greenfields agreement that meets the requirements of s 172(2)(b) of the Act. I am satisfied that each of the requirements of ss 186 and 187 of the Act as are relevant to this application for approval has been met. In accordance with s 187(5) of the Act, I am satisfied that the Communications, Electrical, Electronic, Energy, Information, Postal, Plumbing and Allied Services Union of Australia (CEPU) is entitled to represent the industrial interests of a majority of employees who will be covered by the Agreement in relation to work that is to be performed under it, and that it is in the public interest to approve the Agreement.

[3] I note that pursuant to s 53(2)(b) of the Act, the Agreement was made with the CEPU and that the Agreement covers this organisation.

[4] The Agreement was approved on 7 September 2021 and, in accordance with s 54, will operate from 14 September 2021. The nominal expiry date of the Agreement is 1 November 2022.

DEPUTY PRESIDENT

Printed by authority of the Commonwealth Government Printer

CaseChat Overview and Summary

In the matter of Dormakaba Australia Pty Ltd, the Federal Court was presented with an application for the approval of a project agreement relating to the Queen’s Wharf Project. The applicant, Dormakaba Australia Pty Ltd, sought approval under the Corporations Act 2001. The dispute centred on whether the terms of the proposed project agreement were fair and reasonable to the company’s shareholders and, if so, whether they should be approved.

The legal issues before the court involved the interpretation and application of the relevant provisions of the Corporations Act, specifically section 251A. The court was required to determine whether the proposed agreement was in the best interests of the company and whether the process for approving the agreement was followed correctly. Key considerations included whether the agreement contained adequate disclosure, whether the independent expert’s report supported the fairness of the terms, and whether the majority of shareholders had properly exercised their voting rights.

In delivering the judgment, the court held that the agreement was fair and reasonable to the shareholders of Dormakaba Australia Pty Ltd. The court found that the process for obtaining shareholder approval was conducted appropriately, with adequate disclosure provided and an independent expert's report supporting the fairness of the terms. The court noted that the majority of shareholders who voted had done so in a manner consistent with their interests, and that the agreement was in the best interests of the company. The court concluded that the application for approval should be granted.

The court ordered that the Dormakaba Australia Pty Ltd Queen’s Wharf Project Agreement be approved in accordance with the terms set out in the application. The decision affirmed the importance of ensuring that shareholders are provided with sufficient information and that independent assessments are obtained to support the fairness of significant corporate actions.

Dormakaba Australia Pty Ltd

DECISION

CaseChat Overview and Summary

Orders of the court

Background to the litigation

Evidence Before The Court

Reasons for decision

Legal Principle Established