Companies Act 2014 section 1087D

Alternative special majority for schemes of arrangement

Section 1087D sets out an alternative voting threshold and quorum requirements for schemes of arrangement involving relevant issuers, replacing the usual dual test with a simplified 75% value test.

• For a relevant issuer, the "special majority" needed to approve a scheme of arrangement is at least 75% in value of the members (or class of members) present and voting in person or by proxy — there is no separate numerical majority (headcount) requirement.
• This alternative threshold was introduced as a Brexit-related measure to maintain the attractiveness of Irish schemes of arrangement for companies whose shares are widely held and traded.
• Where any issued shares of the relevant issuer are held outside a central securities depository (or its nominee), a higher quorum applies: at least two persons holding or representing by proxy at least one-third in nominal value of the issued shares or relevant class of shares.
• The standard quorum rules in section 182 of the Act are modified accordingly for such scheme meetings.