Re Atlassian Corporation Pty Ltd

In the case of Atlassian Corporation Pty Ltd, the Federal Court of Australia was asked to make orders for Atlassian to convene meetings of its shareholders and optionholders to consider and vote on proposed schemes of arrangement. The court was also required to decide on the application of certain procedural rules to these meetings and whether the scheme booklet, which contained details of the proposed arrangements, was suitable for distribution to the relevant parties. The court examined the constitutional rules of Atlassian regarding meetings and the procedural provisions under the Corporations Act, specifically Part 2G.2, to determine the appropriate chairperson for the meetings and the method of voting.

The court found that logistical and cost reasons justified having the chairperson, who was based overseas, not attend the meetings in person but participate by telephone, which was permitted under the company’s constitution. However, this raised another issue about how to record the chairperson’s location in the notice of meeting. To resolve this, the court ordered that Scott Farquhar, one of Atlassian's joint Chief Executive Officers based in Australia, would act as the chairperson in person, which was consistent with the company’s constitution. The court also approved the scheme booklet for distribution, noting that it sufficiently highlighted the proposed changes to the restricted option plan and the deemed warranty provisions.

The court issued detailed orders for the convening of the various meetings, the location and timing of the meetings, the method of voting, and the distribution of the scheme booklet and proxy forms. The court further specified the quorum requirements for each meeting and the voting entitlements of the participants. It also made orders regarding the application of certain procedural rules to the meetings and directed the lodging of an office copy of the orders with the Australian Securities and Investments Commission. The proceedings were stood over for a hearing on the approval of the schemes.