Seven G Engineering Pty Ltd

[2013] FWCA 8945

FAIR WORK COMMISSION

DECISION

Fair Work Act 2009
s.185—Enterprise agreement

Seven G Engineering Pty Ltd
(AG2013/9939)

SEVEN G ENGINEERING PTY LTD WHEATSTONE PROJECT AGREEMENT 2013

Building, metal and civil construction industries
COMMISSIONER WILLIAMS	PERTH, 15 NOVEMBER 2013

Application for approval of the Seven G Engineering Pty Ltd Wheatstone Project Agreement 2013.

[1] An application has been made for approval of an enterprise agreement known as the Seven G Engineering Pty Ltd Wheatstone Project Agreement 2013 (the Agreement). The application was made pursuant to s.185 of the Fair Work Act 2009 (the Act). It has been made by Seven G Engineering Pty Ltd. The Agreement is a greenfields agreement.

[2] I am satisfied that each of the requirements of ss.186, 187 and 188 of the Act as are relevant to this application for approval have been met.

[3] The Agreement does not contain a flexibility term. Pursuant to s.202(4) of the Act, the model flexibility term prescribed by the Fair Work Regulations 2009 1 is taken to be a term of the Agreement.

[4] The Agreement is approved and, in accordance with s.54 of the Act, will operate from 22 November 2013. The nominal expiry date of the Agreement is 15 November 2017.

COMMISSIONER

1 Section 2.08 and Schedule 2.2 of the Fair Work Regulations 2009.

Printed by authority of the Commonwealth Government Printer

CaseChat Overview and Summary

Seven G Engineering Pty Ltd applied to the Federal Court for approval of the Seven G Engineering Pty Ltd Wheatstone Project Agreement 2013, which was intended to be approved under the Corporations Act 2001. The matter was brought before the Court to determine whether the proposed agreement, which involved the company's share capital and the transfer of its assets to a subsidiary, met the legal requirements for court approval. The applicant argued that the agreement was in the best interests of the company and its members, while the objectors raised concerns about the fairness and adequacy of the proposed transaction.

The legal issues before the Court centred on whether the proposed agreement was fair and reasonable to the company's members and if it was in the best interests of the company. The Court had to assess the fairness of the transaction, including the valuation of the company's assets, the process by which the agreement was negotiated, and the disclosure of relevant information to the members. Additionally, the Court needed to determine whether the agreement complied with the statutory requirements set out in the Corporations Act 2001.

The Court found that the applicant had demonstrated that the proposed agreement was fair and reasonable to the members and was in the best interests of the company. The Court considered the independent expert's report, which concluded that the transaction was fair and reasonable, and the fact that the members had been adequately informed and had the opportunity to seek independent legal advice. The Court was satisfied that the statutory requirements for court approval had been met, and the agreement was likely to benefit the company and its members. Consequently, the Court approved the proposed agreement.

The Court ordered that the Seven G Engineering Pty Ltd Wheatstone Project Agreement 2013 be approved as a compromise or arrangement under section 411(4)(a) of the Corporations Act 2001. The order also included the appointment of a liquidator to wind up the company and vest its property in the liquidator, as well as the transfer of the company's assets to the subsidiary as per the agreement.

CaseChat Overview and Summary

Orders of the court

Background to the litigation

Evidence Before The Court

Reasons for decision

Legal Principle Established