Dropsuite Limited, in the matter of Dropsuite Limited (No 2)

In the Federal Court of Australia, Dropsuite Limited sought approval for a scheme of arrangement under section 411 of the Corporations Act 2001 (Cth). The scheme aimed to alter the corporate structure of Dropsuite, specifically transforming it into a wholly-owned subsidiary of NinjaOne Australia Pty Ltd. This second hearing was necessitated to seek the Court's approval and an exemption from certain statutory compliance requirements. The primary legal issue before the Court was whether to approve the proposed scheme of arrangement and to determine if Dropsuite should be exempted from the statutory requirement under section 411(11) of the Corporations Act to annex the orders approving the scheme to the company's constitution.

The Court considered the arguments presented by Dropsuite that an exemption from compliance with section 411(11) was appropriate given that the scheme would not affect Dropsuite's constitution, the rights of its members, creditors, or other stakeholders, and that all relevant parties had been adequately informed of the scheme and the Court's impending decision. Additionally, it was noted that Dropsuite would become a wholly-owned subsidiary of NinjaOne Australia Pty Ltd, a company fully aware of the scheme's implications. The Court accepted these arguments and concluded that it was appropriate to exercise its discretion in favour of approving the scheme. The Court further found that the scheme met all statutory and procedural requirements, including proper dispatch of scheme materials and registration with ASIC.

As a result of the Court's approval, the scheme of arrangement was approved under section 411(4)(b) of the Corporations Act. Additionally, Dropsuite was granted an exemption from the requirement to annex the Court's orders approving the scheme to its constitution under section 411(12) of the Corporations Act. The Court's orders were made on the basis that all statutory and procedural requirements had been satisfied, and the scheme was deemed fair and reasonable. The final orders included the approval of the scheme and the exemption from compliance with section 411(11) of the Corporations Act.