Legrand Australia Pty Ltd v H.P.M. Industries Pty Ltd

Legrand Australia Pty Ltd and H.P.M. Industries Pty Ltd sought to convene meetings of their respective members to consider and vote on a proposed scheme of arrangement. The defendants opposed the convening of the meetings. The court had to determine whether the plaintiffs were entitled to convene the meetings and to approve the explanatory statement for distribution to members. The legal issues involved the application and interpretation of sections 411, 412, and 413 of the Corporations Act 2001, which govern the convening of meetings of members to consider a scheme of arrangement.

The court found that the plaintiffs were entitled to convene the meetings as they were the sole members of the companies, and thus, the requirement to convene meetings was not triggered by the need to obtain the approval of the majority of members. The court also approved the explanatory statement for distribution to the sole member, finding it to be adequate and in compliance with the statutory requirements. The court concluded that the plaintiffs could proceed with convening the meetings and sought approval for the proposed schemes of arrangement.

The final orders of the court mandated the convening of the scheme meetings, approved the explanatory statement, and detailed the procedural requirements for the meetings. The court also set a date for the hearing of any application to approve the schemes of arrangement. The proceedings were stood over to allow for the convening of the meetings and for any subsequent application for approval of the schemes.