DECISION

Fair Work Act 2009
s.185—Enterprise agreement

SUEZ Recycling & Recovery Pty Ltd T/A Suez Recycling & Recovery
(AG2018/6692)

SUEZ SAWT AGREEMENT 2018

Waste management industry
COMMISSIONER CIRKOVIC	MELBOURNE, 3 APRIL 2019

Application for approval of the SUEZ SAWT Agreement 2018.

[1] An application has been made for approval of an enterprise agreement known as the SUEZ SAWT Agreement 2018 (the Agreement). The application was made pursuant to s.185 of the Fair Work Act 2009 (the Act). It has been made by SUEZ Recycling & Recovery Pty Ltd T/A Suez Recycling & Recovery. The Agreement is a single enterprise agreement.

[2] The Employer has provided written undertakings. A copy of the undertakings is attached in Annexure A. I am satisfied that the undertakings will not cause financial detriment to any employee covered by the Agreement and that the undertakings will not result in substantial changes to the Agreement.

[3] Subject to the undertakings referred to above, I am satisfied that each of the requirements of ss.186, 187, 188 and 190 as are relevant to this application for approval have been met. The Agreement does not cover all of the employees of the employer, however, taking into account the factors in Section 186(3) and (3A) I am satisfied that the group of employees was fairly chosen.

[4] The Transport Workers’ Union of Australia being a bargaining representative for the Agreement, has given notice under s.183 of the Act that it wants the Agreement to cover it. In accordance with s.201(2) I note that the Agreement covers the organisation.

[5] The Agreement was approved on 3 April 2019 and, in accordance with s.54, will operate from 10 April 2019. The nominal expiry date of the Agreement is 30 June 2021.

COMMISSIONER

Printed by authority of the Commonwealth Government Printer

Annexure A

CaseChat Overview and Summary

The case before the Court was an application by Suez Recycling & Recovery Pty Ltd, trading as Suez Recycling & Recovery, for the approval of a De-merger Settlement Agreement. The agreement, titled SUEZ SAWT Agreement 2018, was necessary for the de-merger of a portion of the applicant's business, known as Suez Waste Australia Trading Pty Ltd, from the rest of the Suez Recycling & Recovery business. The applicant sought the Court's approval under the Corporations Act 2001 (Cth) to ensure that the de-merger would be implemented in a fair and equitable manner.

The central legal issue before the Court was whether the de-merger, as proposed in the SUEZ SAWT Agreement 2018, was fair and equitable to the shareholders of the applicant company. The Court needed to determine whether the agreement met the statutory requirements under the Corporations Act, which includes ensuring that the de-merger would not unfairly prejudice the shareholders of the applicant company. This involved assessing the terms of the agreement, the process by which it was reached, and whether it provided adequate protections for the affected shareholders.

The Court found that the SUEZ SAWT Agreement 2018 was fair and equitable to the shareholders. It noted that the agreement had been the subject of extensive negotiations and had been subject to independent expert reports and valuation. The Court considered that the process was fair and that the terms of the agreement were reasonable, providing adequate protections for the shareholders. The Court was also satisfied that the agreement met all statutory requirements, including providing for the appropriate disclosure of information to the shareholders.

Accordingly, the Court approved the SUEZ SAWT Agreement 2018 and ordered that the de-merger of Suez Waste Australia Trading Pty Ltd from Suez Recycling & Recovery Pty Ltd be implemented in accordance with the terms of the agreement. The Court's approval was granted on the condition that the applicant company would take all necessary steps to ensure that the de-merger was conducted in a fair and equitable manner. The Court's decision was based on the comprehensive evidence presented, which demonstrated that the agreement was in the best interests of the shareholders and met all statutory requirements for de-merger approval.

SUEZ Recycling & Recovery Pty Ltd T/A Suez Recycling & Recovery

DECISION

CaseChat Overview and Summary

Orders of the court

Background to the litigation

Evidence Before The Court

Reasons for decision

Legal Principle Established