In the matter of CSR Limited (No 2)

CSR Limited (No 2) involved the company CSR Limited and its shareholders, with the dispute centering on a proposed scheme of arrangement under the Corporations Act 2001 (Cth). The Federal Court of Australia was tasked with deciding whether the scheme should be approved. The scheme aimed to restructure CSR Limited by delisting it from the Australian Securities Exchange and privatising it, which required approval under section 411 of the Act.

The court was required to determine whether the scheme met the statutory requirements for approval, including whether the scheme was fair and reasonable to all classes of shareholders and creditors, and whether the majority of shareholders had voted in favour of the scheme. The case also considered the adequacy of the independent expert’s report, which assessed the fairness of the scheme, and whether there were any procedural irregularities.

The court found that all formal requirements for the scheme had been met, and the independent expert’s report indicated that the scheme was fair and reasonable to the shareholders. The majority of shareholders had also voted in favour of the scheme, and there were no procedural irregularities. The court held that the scheme was in the best interests of the company and its shareholders and approved the scheme under section 411(2)(a) of the Corporations Act.

The final orders of the court approved the scheme of arrangement, allowing CSR Limited to proceed with its privatisation. The court's decision confirmed that the scheme was fair and reasonable to all classes of shareholders and creditors and was in the best interests of the company.