Re MAC Services Group Ltd

Re MAC Services Group Ltd involved a dispute regarding the validity of a scheme of arrangement under Part 5.1 of the Corporations Act 2001. The case pertained to a meeting convened by MAC Services Group Ltd, where a resolution to approve the scheme was to be voted on. The dispute centred on whether the resolution was properly passed according to the statutory requirements for such meetings. The Supreme Court of Victoria was tasked with determining the legal issues arising from the procedural aspects of the meeting.

The central legal issue was whether the resolution approving the scheme was effectively passed at the meeting. Specifically, the court had to consider the procedural requirements under the Corporations Act, particularly whether the resolution was "passed" at the meeting, as mandated by the legislation. The court needed to interpret the relevant sections of the Act, particularly s 411(1), and determine whether the procedural steps taken during the meeting complied with the statutory requirements.

In addressing the issue, the court examined the process followed during the meeting. The court noted that the chairman had directed a poll and oversaw the conduct of the poll, during which voting cards were completed, deposited, and secured. Despite the chairman announcing that the result of the poll would be announced to the Australian Securities Exchange (ASX) as soon as possible, the court found that the resolution was not formally passed until the chairman received the report of the voting results later that day. The court concluded that for the resolution to be validly passed, it needed to be formally adopted at the meeting itself, and the subsequent announcement to the ASX did not constitute the passing of the resolution at the meeting.

The court's decision ultimately invalidated the scheme of arrangement due to the procedural misstep in the passing of the resolution. Consequently, the court ruled that the resolution was not passed at the meeting as required by the Corporations Act, and therefore the scheme of arrangement was not validly approved.