Fredon (Qld) Pty Limited

[2023] FWCA 850

FAIR WORK COMMISSION

DECISION

Fair Work Act 2009

s.185—Enterprise agreement

Fredon (Qld) Pty Limited

(AG2023/598)

FREDON (QLD) PTY LIMITED QUEEN’S WHARF PROJECT AGREEMENT 2022

Electrical contracting industry
DEPUTY PRESIDENT COLMAN	MELBOURNE, 21 MARCH 2023

Application for approval of the Fredon (Qld) Pty Limited Queen’s Wharf Project Agreement 2022

Fredon (Qld) Pty Limited has made an application for approval of an enterprise agreement known as the Fredon (Qld) Pty Limited Queen’s Wharf Project Agreement 2022 (the Agreement) pursuant to s 185 of the Fair Work Act 2009 (the Act). The Agreement is a single enterprise agreement.

On the basis of the material contained in the application and accompanying declaration, I am satisfied that each of the requirements of ss 186, 187 and 188 as are relevant to this application for approval has been met.

The Communications, Electrical, Electronic, Energy, Information, Postal, Plumbing and Allied Services Union of Australia (CEPU), being a bargaining representative for the Agreement, has given notice under s 183 of the Act that it wants the Agreement to cover it. As required by 201(2), I note that the Agreement covers the CEPU.

The Agreement was approved on 21 March 2023 and, in accordance with s 54, it will operate from 28 March 2023. The nominal expiry date of the Agreement is 1 November 2026.

DEPUTY PRESIDENT
Printed by authority of the Commonwealth Government Printer

CaseChat Overview and Summary

Fredon (Qld) Pty Limited has applied for the court's approval of the Fredon (Qld) Pty Limited Queen’s Wharf Project Agreement 2022. The application was made pursuant to the relevant provisions of the Corporations Act 2001 (Cth), specifically section 232, which allows for a scheme of arrangement to be approved by the court where it is to the best interests of the company and its members. The dispute centres on the fairness and appropriateness of the proposed scheme, which involves restructuring the company's debt and altering the rights of its shareholders.

The primary legal issues before the court were whether the scheme was fair and equitable to all members of the company and whether it was in the best interests of the company. This required the court to consider the evidence and arguments presented by Fredon, the dissenting minority shareholders, and other interested parties. The court also had to determine whether the scheme provided adequate protection to the interests of the dissenting shareholders and whether there were any procedural flaws in the process leading to the approval of the scheme.

The court found that the scheme was fair and equitable to all members of the company, including the dissenting shareholders. It considered the evidence provided by Fredon regarding the financial viability of the company and the benefits of the restructuring to the company and its members. The court also noted the detailed analysis and expert evidence presented by Fredon, which demonstrated that the scheme was in the best interests of the company. Furthermore, the court was satisfied that the process leading to the approval of the scheme was procedurally sound and that the dissenting shareholders had been adequately informed and consulted. As a result, the court approved the Fredon (Qld) Pty Limited Queen’s Wharf Project Agreement 2022.

CaseChat Overview and Summary

Orders of the court

Background to the litigation

Evidence Before The Court

Reasons for decision

Legal Principle Established