Ex Parte

In the application brought by Ex Parte, the subject of the dispute was an application for orders to convene a scheme meeting under section 411(1) of the Corporations Act 2001. The applicant sought to implement a scheme of arrangement that would result in the re-domicile of a corporate group to the United Kingdom. The court was required to determine whether the statutory criteria for convening such a meeting were satisfied and if the directors should provide a voting recommendation to the members.

The primary legal issues before the court were whether the application met the statutory requirements to convene a scheme meeting, and if the directors should be directed to make a voting recommendation to the members. The court examined the provisions of the Corporations Act, particularly section 411(1), which sets out the circumstances under which a meeting can be convened. Additionally, the court considered the implications of directors providing a recommendation to members in the context of a scheme of arrangement.

The court found that the applicant had satisfied the statutory criteria for convening a scheme meeting, as required by section 411(1) of the Corporations Act. The court determined that the directors should make a voting recommendation to the members, considering the potential impact of the scheme on the members and the overall fairness of the proposed arrangement. The court held that the directors' recommendation should be neutral, given the contentious nature of the proposed re-domicile.

The final orders of the court included convening the scheme meeting as requested by the applicant and directing the directors to make a neutral voting recommendation to the members. The court's decision was grounded in a careful examination of the statutory provisions and the interests of the members in ensuring a fair and transparent process.