Members scheme booklet review checklist
A members scheme is the most common public company M&A path. This checklist helps target and bidder counsel review the scheme booklet before the first court hearing.
This is a 12-step checklist for reviewing a members scheme of arrangement booklet under section 411 of the Corporations Act 2001 (Cth). It covers disclosure, IER, and ASIC review.
The checklist
Confirm scheme structure
Confirm the scheme structure, consideration type, and conditions.
Check class composition
Check class composition so there is one class of members to vote.
Review reasons to vote
Review the "reasons to vote for and against" section for balance.
Assess IER independence
Assess the Independent Expert Report and whether it concludes the scheme is in the best interests of members.
Review directors recommendation
Review the directors' recommendation and any conflicts.
Check prescribed content
Check the booklet has the prescribed content under Schedule 8.
Assess tax disclosure
Assess the tax implications disclosure for a typical Australian resident member.
Check risk factors
Check completeness and prominence of risk factors.
Review deed poll and SIA
Review the deed poll, scheme implementation agreement, and side agreements.
Plan ASIC review period
Plan the 14-day ASIC review period and engagement strategy.
Set first court hearing
Set the first court hearing timing and convening order requirements.
Plan meeting logistics
Plan scheme meeting logistics including voting methods and proxies.
When this checklist applies
Use when reviewing a draft scheme booklet before filing with ASIC or listing the first court hearing.
Common pitfalls
- Class composition issues identified late
- IER not addressing non-cash consideration properly
- Risk factors understated to support transaction narrative
- ASIC engagement starting too late for the 14-day window
- Inadequate tax disclosure for foreign members
Run this checklist on a real matter
Quillio can compare booklet drafts against Schedule 8, identify inconsistencies, and draft risk factor summaries. See /practice-areas/commercial-lawyers or start a free trial.
General section 411 scheme guidance. Court practice and ASIC expectations evolve — confirm with current RG 60 and case law.
Use this checklist on your matter.
Quillio can run this checklist on a specific NSW conveyancing matter — confirm each item, calculate adjustments, and generate the supporting documents. The free trial requires no credit card.
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