Event and Time
Event Description
Afterpay Limited applied to the Court for orders to convene a meeting of its members to consider a proposed scheme of arrangement involving the acquisition of shares by Square Acquirer, which is a wholly owned subsidiary of Square Inc, an American financial services company. This case involves significant provisions of the Corporations Act 2001 (Cth), particularly section 411, about arrangements and reconstructions.
Application and Claims
- Applicant: Afterpay Limited
- Respondent: None (This was an application to the Court for orders)
- Claims:
- Afterpay sought orders to convene a meeting of the shareholders to consider an arrangement under section 411 of the Corporations Act 2001 (Cth) regarding the acquisition of shares by Square Acquirer. - Asserted that the proposed scheme was bona fide, properly proposed, and met the criteria for convening a scheme meeting.
Judicial Decisions
The Court ordered to convene the scheme meeting and approved the scheme booklet for distribution to shareholders, determining that the application met all legal requirements under section 411 of the Corporations Act.
Dispute Points and Legal Basis
Dispute Points
Afterpay’s Position
- Arguments:
- Afterpay argued that the scheme represented a substantial benefit to its shareholders, representing an implied transaction value of approximately AUD $39 billion. - The company provided extensive affidavit evidence from directors and expert reports supporting the scheme's validity and its best interests for shareholders.
- Evidence:
- Affidavits from various stakeholders and independent experts indicating proper due diligence and the negotiation process. - Statements confirming compliance with legal obligations under the Corporations Act.