Re Nitro Software Ltd

Nitro Software Limited (Nitro) applied to the Federal Court of Australia for orders convening a meeting of its members to consider and, if thought fit, agree to a proposed scheme of arrangement. The application was made under section 411 of the Corporations Act 2001 (Cth). The scheme was proposed by Nitro and its majority shareholder, and aimed to facilitate the sale of Nitro's assets to a subsidiary of the majority shareholder. The court had to decide whether the statutory requirements for convening a meeting under section 411 of the Act were met.

The primary legal issue was whether the court had the jurisdiction to order the convening of a scheme meeting under section 411 of the Act. The court considered whether the proposed scheme of arrangement met the requirements of section 411, including whether the scheme was proposed by the company or its controller and was fair and reasonable. The court also considered whether the scheme had the approval of the majority of members affected by the scheme, and whether the court was satisfied that the statutory requirements for convening the meeting were met. The court held that the requirements for convening a scheme meeting under section 411 of the Act were satisfied.

The court found that the scheme was proposed by Nitro and its majority shareholder, and that it met the requirements of section 411 of the Act. The court also found that the scheme had the approval of the majority of members affected by the scheme, and that the court was satisfied that the statutory requirements for convening the meeting were met. The court therefore made the orders sought by Nitro, convening a meeting of its members to consider and, if thought fit, agree to the proposed scheme of arrangement. The court found that the requirements for convening a scheme meeting under section 411 of the Act were satisfied, and that the scheme was fair and reasonable. The court therefore made the orders sought by Nitro, convening a meeting of its members to consider and, if thought fit, agree to the proposed scheme of arrangement.