Public M&A: Schemes of Arrangement

In the field of company takeovers, company mergers and other corporate reconstructions, schemes of arrangement continue to play an ever-increasing role. In the takeover sphere, schemes are frequently used as an alternative to using the takeover provisions in Chapter 6 of the Corporations Act 2001 (Cth). In recent times, the majority of takeovers (known as change of control transactions) have been undertaken through a scheme, including almost all ‘mega deals’ (being transactions valued at greater than $1 billion). This subject will address what a scheme of arrangement is and the role that schemes play in these fields of commercial activity, particularly in the area of takeovers. The role played by the court, the Australian Securities and Investments Commission (ASIC) and the Takeovers Panel, as well as practical considerations and guidance in connection with determining to pursue a transaction via a scheme, and obtaining shareholder and court approval for a scheme, are among the topics that will be addressed in this subject.