Re Decimal Software Limited [No 2]

The case of Re Decimal Software Limited [No 2] involved an application to approve a scheme of arrangement under section 411(4)(b) of the Corporations Act 2001. The dispute arose as a result of low voter turnout among the company's members despite the statutory majorities required for the scheme being met. The application was brought before the Federal Court of Australia.

The court was tasked with determining whether the scheme of arrangement should be approved despite the low turnout. Key legal issues included whether the statutory majorities were validly achieved and whether the low turnout warranted a departure from the usual requirements. Additionally, the court considered whether the Australian Securities and Investments Commission (ASIC) had any objections to the scheme.

In reaching its decision, the court noted that although the voter turnout was low, the statutory majorities were achieved and ASIC had provided its 'no objection' letter. The court found that the statutory requirements had been met and that there were no objections from ASIC. Therefore, the court concluded that the scheme should be approved. The court made orders approving the scheme, exempting the plaintiff from certain compliance requirements, and directing the plaintiff to lodge a copy of the orders with ASIC.

The final orders included approval of the scheme of arrangement, exemption from compliance with certain sections of the Act, and a direction for the plaintiff to lodge an office copy of the orders with ASIC. These orders were made pursuant to the relevant sections of the Corporations Act and the Federal Court Rules 2011.