Re 86 400 Holdings Ltd (No 2)

The matter of Re 86 400 Holdings Ltd (No 2) was heard by the Federal Court of Australia, involving a dispute concerning a members' scheme of arrangement. The plaintiff, 86 400 Holdings Ltd, sought court approval for a proposed scheme that would alter the corporation’s constitution and affect its members' rights. Notably, the scheme was opposed by National Australia Bank Limited, one of the members. The case required a second court hearing, as the initial scheme had not been approved in the first instance.

The central legal issues revolved around whether the proposed scheme was fair and equitable to all members and if it complied with the statutory requirements outlined in the Corporations Act 2001. The court needed to determine whether the scheme provided adequate protection for minority shareholders and if it was in the best interest of the company and its members. Additionally, the court had to consider whether the plaintiff should be exempted from certain compliance requirements concerning the scheme.

In its decision, the court examined the terms of the scheme and the evidence presented by both parties. The court found that the scheme was fair and equitable to all members, including the minority shareholders, and met the statutory requirements. The court noted that the scheme provided adequate protection for the interests of all members and was in the best interest of the company. The court also determined that the plaintiff should be exempted from certain compliance requirements, as requested. Consequently, the court approved the scheme and exempted the plaintiff from compliance with certain provisions of the Act.

The final orders of the court approved the Scheme of Arrangement between the plaintiff and its members, exempted the plaintiff from specific compliance requirements, and mandated that these orders be entered forthwith. This decision effectively concluded the second hearing and allowed the scheme to proceed, ensuring that the company could implement the necessary constitutional changes as agreed upon by the majority of its members.