Federal Court: Orders Separate Founder Vote in Planet Innovation Takeover

The Federal Court of Australia, on 18 August 2026, ordered the four founders of Planet Innovation Holdings Ltd to vote separately from other shareholders regarding a proposed scheme of arrangement, due to their unique opportunity to acquire shares in the acquirer's parent company. This order was made in the matter of Planet Innovation Holdings Ltd [2026] FCA 1194, where the court was considering a scheme under s. 411(1) of the Corporations Act 2001 (Cth) to facilitate the acquisition of Planet Innovation by Meiban Innovation (Melbourne) Pty Ltd (Meiban). The scheme proposed that Meiban, an indirect subsidiary of Singapore's Meiban United Pte. Ltd, would acquire all shares in Planet Innovation it did not already own, offering general shareholders $1.60 cash per share. Crucially, the four executive director founders, who collectively held 33.38 percent of Planet Innovation, were uniquely positioned to purchase shares in Meiban United for $2 million each, totaling $8 million. The court deemed this substantial collateral benefit sufficient to warrant placing the founders in their own voting group, distinguishing it from prior cases where senior managers reinvested, primarily due to the significant size of the founders' stake in the deal. Despite acknowledging certain funding gaps, such as Meiban being a new company with no trading history and its parent not directly promising payment, the court accepted the overall plan.