Re Legend Corporation Limited (No 2)

Legend Corporation Limited applied to the Federal Court for approval of a scheme of arrangement between the company and its members. The application was made pursuant to section 411(4)(b) of the Corporations Act 2001 (Cth). The members had agreed to the scheme at a meeting held on 9 August 2019. The court was required to determine whether the conditions precedent to the approval of the scheme had been satisfied or whether the company could be exempted from the requirement to satisfy those conditions. The company sought exemption from the requirement under section 411(11) of the Corporations Act 2001 (Cth) to hold a meeting of members to approve the scheme and from the requirement under section 411(11) of the Act that the majority of members entitled to vote must vote in favour of the scheme.

The court held that the company had established that the conditions precedent to the approval of the scheme had been satisfied. The court also held that it was just and equitable to exempt the company from the requirement to hold a meeting of members to approve the scheme and from the requirement that the majority of members entitled to vote must vote in favour of the scheme. The court approved the scheme and exempted the company from compliance with the relevant provisions of the Corporations Act 2001 (Cth).