Event and Time
Event Description
The case concerns Afterpay Limited's application for approval of an amended scheme of arrangement under Section 411 of the Corporations Act 2001 (Cth) relating to the acquisition of Afterpay shares by Block Inc's Australian subsidiary, Lanai (AU) 2 Pty Ltd.
Application and Claims
- Afterpay applied for orders to approve an amended scheme of arrangement after initial approval of the scheme meeting and booklet on November 4, 2021.
- Following the initial proceedings, Afterpay communicated to the Australian Securities Exchange that regulatory conditions had mostly been satisfied, except for the Bank of Spain's approval.
- The condition regarding the Bank of Spain was amended from a condition precedent to a condition subsequent in the revised Scheme Implementation Deed (SID) dated December 7, 2021.
Judicial Decisions
- The court made orders approving the amended scheme of arrangement on December 16, 2021, confirming that procedural requirements have been met, with a majority of shareholders voting in favor of the resolution.
Dispute Points and Legal Basis
Dispute Points
Claims and Arguments by Afterpay:
- Afterpay contended that the amended scheme complied with the legal requirements and adequately addressed regulatory conditions.
- Evidence was presented showing substantial shareholder approval during the scheme meeting, exceeding the necessary voting thresholds.
Arguments Against:
- There was no significant opposition from shareholders or any indication of dissatisfaction with the process.
- The concept of converting a condition precedent into a condition subsequent was questioned, but ultimately did not hinder the proposition of the scheme.