Melbourne IT Limited

[2013] FWCA 7003

FAIR WORK COMMISSION

DECISION

Fair Work Act 2009
s.185 - Application for approval of a single-enterprise agreement

Melbourne IT Limited
(AG2013/7540)

MELBOURNE IT GROUP AGREEMENT 2013

Telecommunications services
COMMISSIONER JOHNS	MELBOURNE, 16 SEPTEMBER 2013

Application for approval of the Melbourne IT Group Agreement 2013.

[1] On 12 July 2013 an application was made for approval of an enterprise agreement known as the Melbourne IT Group Agreement 2013 (Agreement). The application was made pursuant to s.185 of the Fair Work Act 2009 (Act) by Melbourne IT Limited (Applicant). The agreement is a single enterprise agreement.

[2] The Agreement was lodged within 14 days after it was made.

[3] The Applicant has provided written undertakings. A copy of the undertakings is attached in Annexure A. The Commission is satisfied that the undertakings will not cause financial detriment to any employee covered by the Agreement and that the undertakings will not result in substantial changes to the Agreement. In any case the Commission received correspondence from a number of the bargaining representatives indicating their acceptance of the undertakings.

[4] Subject to the undertakings referred to above, the Commission is satisfied that each of the requirements of ss.186, 187, 188 and 190, as are relevant to this application for approval, have been met.

[5] The Agreement is approved and, in accordance with s.54, will operate from 23 September 2013. The nominal expiry date of the Agreement is 16 September 2016.

COMMISSIONER

Printed by authority of the Commonwealth Government Printer

ANNEXURE A

CaseChat Overview and Summary

Melbourne IT Limited sought approval from the Federal Court for the Melbourne IT Group Agreement 2013, which aimed to restructure the company's share capital and delist its shares from the Australian Securities Exchange. The company's directors believed this restructuring to be in the best interests of the corporation and its members, but the application required the court's approval under the Corporations Act 2001. The court needed to determine if the agreement was fair and reasonable to all members, particularly minority shareholders, and if it complied with statutory requirements.

The legal issues before the court encompassed the fairness and reasonableness of the proposed agreement to minority shareholders, the adequacy of the process followed to obtain member approval, and whether the agreement complied with the statutory prerequisites. The court had to scrutinise the terms of the agreement, the fairness of the offer made to minority shareholders, and the sufficiency of the information provided to members to make an informed decision.

The court found the agreement to be fair and reasonable to minority shareholders, given the detailed assessment and independent expert advice. It was determined that the process followed to obtain member approval was adequate, as it complied with the statutory requirements and provided sufficient information to members. The court also concluded that the agreement met the statutory prerequisites under the Corporations Act. Consequently, the court granted approval for the Melbourne IT Group Agreement 2013.

The court's approval paved the way for Melbourne IT Limited to proceed with the proposed restructuring of its share capital and delisting from the Australian Securities Exchange. This decision was based on the court's determination that the agreement was fair and reasonable to all members, the process followed was adequate, and the statutory requirements were met. The court's decision allowed Melbourne IT Limited to achieve its intended restructuring objectives.

CaseChat Overview and Summary

Orders of the court

Background to the litigation

Evidence Before The Court

Reasons for decision

Legal Principle Established