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usual procedure - shares of the minorityhence the usual procedure isa first to dispose of possible objections by creditors by paying
voluntary liquidation - shares of the minoritya company in or about to go into members voluntary liquidation may by special resolution authorize the
reconstruction under s280the essential features of this type of reconstruction have been described at 821b it is subject to several disadvantages
use of shares of the minorityx y and z held 4500 4500 and 1000 one pound shares respectively of company b they were the only shareholders and
advantages - take-over bida non-accepting shareholder who applies to the court to set aside the proposed compulsory acquisition of his shares under
benefits of non-accepting shareholdersthe minority whose shares are acquired compulsory under s210 are entitled to all the benefits included in the
statutory safeguard - non-accepting shareholdersthe non-accepting shareholders have a further statutory safeguard company a is not obliged to
non-accepting shareholdersacceptance on the required scale must be obtained within a maximum of four months from the date of the offer the
take-over bid if company a the transferee company offers to acquire shares of
statutory power - mergers and winding upit is usual to proceed under s207 as there are technical difficulties over s300 procedure the liquidators
disadvantage of a scheme of arrangementthe disadvantage of a scheme of arrangement is that it requires the preparation of elaborate documents and the
main advantages - mergers and winding upa scheme of arrangement under s207 offers three main advantagesa it can be used in
allotment of shares and debentures - mergers and winding upwhen the scheme is before the court for final approval a minority may object on any of the
explanatory statement - mergers and winding upit is also necessary that the members or creditors who are to vote on the scheme should be able to
separate meetings of each group - mergers and winding upthe first ground of objection was valid ie if within a single class of shareholders there are
approval of the scheme - mergers and winding upa scheme of arrangement was agreed between hambros and hellenic whereby the shareholders of hellenic
unsecured trade creditorsit refers to a class of members or of creditors obviously if two or more companies are involved or if one company has two
compromise or arrangement - reconstructionsa scheme of arrangement is very flexible since it may be used to effect any compromise or arrangement with
scheme at meeting - reconstructionsfollowing approval of the scheme at meetings application is made to the court for an order to approve and
scheme of arrangementthe following sequence of action is necessary a application is made to the court usually by the company itself for an order
types of transaction - reconstructionsit will be seen that methods a and b relate to specific types of transaction they can only be used in those
form of reconstructionwhere one company transfers its undertaking and assets to another company in exchange for shares to be alloted direct or
choice of methodthere are three statutory methods to be considered where one company offers to acquire the shares of
reconstructions mergers and winding upa reconstructions mergers and takeovers are not defined terms a reconstruction may be an alternative of the
proposal to reduce the votes of preference sharesin making this approach the courts have nonetheless kept the door open for action to deal with