MOQ Limited, in the matter of MOQ Limited (No 2)

The parties involved in this case are MOQ Limited and its shareholders. The dispute centres on the approval of a members' scheme of arrangement under the Corporations Act 2001 (Cth). The Federal Court of Australia was tasked with determining whether to approve the proposed scheme. The central legal issues revolved around the fairness of the scheme, the procedural integrity of the scheme meeting, and whether the statutory requirements had been met. Specifically, the court needed to assess whether the statutory majorities required by s 411(4)(a)(ii) of the Act were achieved and whether there was any evidence of procedural irregularities or unfairness.

The court examined the evidence presented, including the statutory majorities attained at the scheme meeting and the lack of opposition to the scheme. The court noted the independent expert report which concluded that the scheme was fair and reasonable and in the best interests of MOQ shareholders. The court was satisfied that there was adequate disclosure and that the shareholders voted in good faith. The voter turnout at the scheme meeting was also considered, although it was noted that this was not a statutory requirement. The court found no evidence of procedural irregularities or unfairness, and ASIC had no objections to the scheme. The court concluded that the fairness of the scheme could be inferred from the circumstances, including the statutory majorities achieved and the lack of opposition.

Based on the evidence and legal principles, the court granted the application for approval of the scheme. The court found that all necessary conditions precedent had been satisfied or waived, and there was no evidence of unfairness or procedural irregularities. The court also exempted the plaintiff from compliance with s 411(11) of the Act in relation to the scheme. The orders included approving the scheme, requiring the plaintiff to lodge a copy of the approved scheme with ASIC, and exempting the plaintiff from certain compliance requirements.