The Federation Press

Schemes of Arrangement

Overview

Chapter 11 - The Two Court Hearings and Managing Meetings by Malcolm Oakes SC, was cited in the matter of Centro Properties Limited and CPT Manager Limited in its capacity as responsible entity of Centro Property Trust [2011] NSWSC 1465

Schemes of Arrangement is a practical examination of the legal and commercial aspects of schemes of arrangement, for corporate restructuring in mergers and acquisitions and insolvency scenarios. All aspects of the scheme of arrangement are covered.

In the mergers and acquisitions context, practical issues covered include the preparation of scheme documentation, the determination of classes, requirements for first and second court hearings, practical observance of s.411(17), valuations, and matters arising from the Corporations and Markets Advisory Committee’s report from December 2009.

In the insolvency setting, there is discussion of matters arising from the recent insolvencies of Sons of Gwalia, Opes Prime, Lehman Brothers and Lift Capital.

Schemes of Arrangement includes a list summarising all schemes of arrangement in Australia between 2004 and 2010, referring to the court approval decisions from each hearing. A check list for a scheme of arrangement in a mergers and acquisitions context is also included.

All royalties from this work are being directed towards the Indigenous Legal Scholarship program at the University of Western Australia, Law School.

Reviews

Those lawyers who from time to time deal with mergers and acquisitions or creditors schemes will find this book very useful. - Mr Justice Young (2011) 85 ALJ 385

Table of Contents

Foreword
The Hon Justice John Gilmour

Introduction — The rise and rise of the schemes of arrangement
Kanaga Dharmananda, John Koshy and Anthony Papamatheos

Some commercial observations on schemes of arrangement as we enter “the 2010s”
Justin Mannolini

Some commercial observations on schemes of arrangement as we enter “the 2010s” - A commentary
Raymond Da Silva Rosa

Difficult issues in drafting and implementing M&A scheme documents
Michael Lishman

Difficult issues in drafting and implementing M&A scheme documents - A commentary
Nigel Hunt

Commercial considerations and approaches to successful reconstructions and creditors schemes
Andrew Saker

Legal solutions to commercial concerns: creditors’ schemes of arrangement
Richard Douglas

Difficult issues in creditors’ schemes
Konrad de Kerloy

Difficult issues in creditors’ schemes — A commentary
Kim Reid

Expert’s reports — getting it right
Sherif Andrawes

Two court hearings and managing meetings
Malcolm Oakes SC

Appendices: Basic checklist for members’ scheme
Schemes of Arrangement (January 2006 to February 2010)
Index

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