Re Navitas Ltd

Navitas Ltd, a company incorporated in Australia, was the subject of a proposed acquisition by a consortium led by Archer Capital, a private equity firm. The dispute arose when Navitas Ltd sought court orders to convene a meeting of its shareholders to consider and vote on the proposed acquisition under section 411(1) of the Corporations Act 2001 (Cth). The primary legal issues before the court were whether the company's board had correctly identified eligible shareholders and whether it was appropriate to convene a scheme meeting without the consent of the majority of shareholders.

The court considered the statutory provisions and case law regarding the convening of scheme meetings. It found that the board had acted within its powers by identifying eligible shareholders and that the absence of shareholder consent was not a barrier to the application. The court emphasised the importance of the scheme of arrangement process in allowing minority shareholders to protect their interests. The court concluded that the meeting should proceed, allowing shareholders to consider and vote on the proposed acquisition. The orders were made in favour of Navitas Ltd, permitting the convening of the scheme meeting.