pSivida Limited v New pSivida, Inc

In the matter of pSivida Limited versus New pSivida, Inc, the Federal Court of Australia was called upon to address a scheme of arrangement proposed between pSivida Limited and its shareholders. The plaintiff, pSivida Limited, sought orders to convene a meeting for the approval of the scheme, which involved the reorganisation of the company's capital structure and the transfer of shares to New pSivida, Inc. The primary legal issue before the court was whether the proposed scheme was fair and reasonable to the shareholders and whether the necessary procedural requirements under the Corporations Act 2001 were satisfied.

The court considered the fairness of the scheme, examining whether the terms offered to the shareholders were equitable. The court also assessed the adequacy of the disclosure provided to the shareholders, ensuring that they had all necessary information to make an informed decision. Additionally, the court reviewed the procedural aspects of the scheme, including the convening of the meeting, the appointment of a chairman, and the timing of the dispatch of relevant documents to shareholders. The court found that the scheme met the statutory requirements and was fair and reasonable to the shareholders, thereby upholding the plaintiff's application.

Consequently, the court granted the orders requested by pSivida Limited, including convening the scheme meeting, setting the meeting date and location, and outlining the procedural requirements for the meeting. The court also approved the notice of the hearing to be published in "The Australian" and exempted the plaintiff from certain notice requirements under the Federal Court (Corporations) Rules 2000. The proceedings were stood over to allow for further steps in the implementation of the scheme.