Re Sienna Cancer Diagnostics Limited (No 2)

In the Federal Court of Australia, the case of Re Sienna Cancer Diagnostics Limited (No 2) was heard, concerning a members’ scheme of arrangement. Sienna Cancer Diagnostics Limited was seeking court approval for the scheme under section 411(4) of the Corporations Act 2001 (Cth). The primary legal issue before the court was whether it was appropriate to grant the order approving the scheme and whether Sienna should be exempted from the requirement to annex the court order to every copy of the Sienna Constitution.

The court considered the applicable principles for approving a members’ scheme of arrangement and determined that approval was appropriate given the circumstances. The court found that no alteration to the Sienna Constitution was involved, and that shareholders were fully informed of the scheme, aligning with the regular practice of making an order under section 411(12) of the Corporations Act in such cases. The court concluded that the order approving the scheme and exempting Sienna from the compliance requirement was justified, as there was no need to annex the court order to every copy of the Sienna Constitution.

Consequently, the court made an order approving the scheme pursuant to section 411(4)(b) of the Corporations Act and exempted Sienna from compliance with section 411(11) of the Corporations Act in respect of the scheme. These orders were made in accordance with Rule 39.32 of the Federal Court Rules 2011.