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Robson’s Annotated Corporations Legislation – significant revisions on schemes of arrangement

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Part 5.1 of the Corporations Act 2001 (Cth) provides a court-approved, flexible procedure to allow companies to reorganise share capital or debt repayments with creditors. It is a very commonly used method for corporate reconstructions in Australia. The case law on schemes of arrangement has developed extensively in recent years, particularly on the practical and procedural requirements to allow proposals to be put to interested parties including shareholders and creditors.


Eugene ChanEugene Chan from New Chambers in Sydney has extensively revised annotations to Part 5.1. Section 411 (Administration of compromises etc.) is the most important section in Part 5.1. In addition to augmenting the pre-existing extensive annotations on s 411, Eugene has developed new annotations for the following topics on the section:

  • Material change to a proposed scheme
  • Evidence required for a court hearing
  • Recommendation by a director who stands to benefit from the scheme
  • Approval of the explanatory statement
  • Scripts for phone calls to shareholders and creditors.

This significant set of revisions has been published in the October 2023 update of Robson’s Annotated Corporations Legislation, at the same time as Michael Legg's first revisions to Chapter 6CA (Continuous disclosure) and Grant Holley’s revisions to Parts 7.7A (Best interests obligations and remuneration), 7.10 (Market misconduct and other prohibited conduct in relation to financial products and services) and 7.10A (External dispute resolution).

In Robson's Annotated Corporations Legislation, detailed annotations accompany the provisions of the Corporations Act 2001 (Cth). Commentary from expert specialist lawyers working with, and analysing, the law considers how provisions and wording have been interpreted by the courts under the current Act and its forerunners, in a range of contexts. This depth and range is essential in practice for Australia’s corporations legislation is particularly complex in its wording and in its interpretation. 

Available formats: online, looseleaf, ProView eSub

The Corporations Law Practice Area on Westlaw includes various services including curated commentary and annotated legislation. Authors are recognised experts in their respective fields. To subscribe to the Corporations Law Practice Area on Westlaw, contact Thomson Reuters.

By Nick Jewlachow
Senior Content Manager, Analytical Law

Nick has over 20 years’ worth of experience in publishing, commissioning and editing experts’ contributions on corporate and tax law in Australia.

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