Re InvoCare Ltd

In the matter of InvoCare Ltd, the respondent, the Australian Securities and Investments Commission, the petitioner, brought an application seeking orders to convene a meeting of members to consider and, if thought fit, to agree to a proposed scheme of arrangement. The application was heard in the Federal Court of Australia. The central issue was whether the petitioner had fulfilled the criteria under section 411 of the Corporations Act 2001 (Cth) to order the convening of a meeting of members for the purpose of approving a scheme of arrangement. Specifically, the court needed to determine if the petitioner had demonstrated that it was in the best interests of the company and its members to proceed with the scheme.

The court considered whether the petitioner had shown that the proposed scheme was fair and reasonable to the members, and whether it had properly balanced the interests of the company against those of the members. The petitioner argued that the scheme was in the best interests of the company and its members, given the financial difficulties faced by InvoCare Ltd and the potential benefits to the members. The court examined the evidence provided by the petitioner and assessed the fairness and reasonableness of the scheme, taking into account the interests of all affected parties. The court also evaluated whether the petitioner had acted in good faith and followed the appropriate process in proposing the scheme.

After considering the evidence and submissions, the court concluded that the petitioner had met the requirements under section 411 of the Corporations Act 2001 (Cth) to order a meeting of members. The court found that the scheme was fair and reasonable to the members and that it was in the best interests of the company to proceed with the arrangement. Consequently, the court made orders convening a meeting of members to consider and, if thought fit, to approve the proposed scheme of arrangement. The court also directed that the meeting be convened within a specified period and provided for the manner in which the meeting was to be conducted.