Re Macquarie Capital Alliance Ltd

Macquarie Capital Alliance Limited was involved in a legal dispute concerning a proposed scheme of arrangement and amendment of the constitution of a managed investment scheme. The scheme intended to allow for the acquisition of "stapled securities" in exchange for cash or new stapled securities. The court was required to determine whether the proposed scheme and constitutional amendments were in the best interests of the unitholders and to provide judicial advice on the matter. The court also had to consider the implications of the scheme on the company's Bermudan subsidiary, the arrangements for meetings of shareholders and unitholders, and the provisions related to credit or performance risk, no-shop periods, and reimbursement fees.

The legal issues before the court were whether the proposed scheme and constitutional amendments were fair and reasonable to the unitholders and whether they complied with the requirements of the Corporations Act and the Trustee Act 1925. The court had to consider the interests of Macquarie Capital, which was both an investor and manager in the existing and proposed structures, and whether the scheme was in the best interests of the unitholders. The court also had to consider the implications of the scheme on the company's Bermudan subsidiary and the arrangements for meetings of shareholders and unitholders.

The court found that the proposed scheme and constitutional amendments were in the best interests of the unitholders and granted the orders sought under the Corporations Act and the Trustee Act 1925. The court considered the interests of Macquarie Capital and determined that the scheme was fair and reasonable to the unitholders. The court also found that the scheme complied with the requirements of the Corporations Act and the Trustee Act 1925, and that the arrangements for meetings of shareholders and unitholders were appropriate. The court further found that the provisions related to credit or performance risk, no-shop periods, and reimbursement fees were reasonable and did not unfairly disadvantage the unitholders.

The court made orders under the Corporations Act and the Trustee Act 1925 approving the proposed scheme of arrangement and constitutional amendments. The court also provided judicial advice under the Trustee Act 1925, confirming that the scheme was in the best interests of the unitholders and did not unfairly prejudice their rights. The orders and advice allowed the company to proceed with the proposed scheme and constitutional amendments, subject to the terms and conditions set out in the court's orders.