In the matter of Stork ICM Australia Pty Ltd; Stork ICM Australia Pty Ltd v Stork Food Systems Australasia Pty Ltd

Stork ICM Australia Pty Ltd sought approval of a scheme of arrangement involving its deregistration and the transfer of its assets and liabilities to Stork Food Systems Australasia Pty Ltd. The dispute raised questions about the nature of the arrangement, the transfer of liabilities, and the protection of potential claimants against asbestos-related claims. The court had to decide whether the scheme should be approved, taking into account the impact on creditors and potential claimants. The court considered the relevant sections of the Corporations Act 2001, particularly sections 411 and 413, which pertain to the approval of schemes of arrangement and the transfer of property and liabilities. The court also had to consider whether the scheme adequately protected potential claimants against asbestos-related liabilities.

The court found that the scheme was an arrangement between Stork ICM and its members, but it also involved an arrangement between Stork ICM and its creditors. The court determined that the scheme could be considered for the purposes of a reconstruction under section 413 of the Act. The court concluded that section 413 authorised the making of an order that would transfer liabilities to Stork FSA in place of Stork ICM, but only if the court was satisfied that the potential claimants were adequately protected. The court decided to approve the scheme, subject to certain conditions and alterations, including the exclusion of any right of insurance indemnity under an Excepted Policy from the transfer until further order by the court.

The court made several orders, including convening meetings for the approval of the scheme, exempting Stork ICM from certain compliance requirements, approving the scheme of arrangement with alterations, and transferring the property and liabilities of Stork ICM to Stork FSA, except for certain excepted policies and liabilities. The court also granted liberty to apply for further orders regarding the excepted policies and liabilities. The court's decision balanced the interests of the company, its members, creditors, and potential claimants, ensuring that the scheme was fair and equitable.