RECONSTRUCTION

215

notice, even if not left at the registered office, may be accepted
by the liquidator [Brailey v. Rhodesia Consolidated (1910), 2 Ch.
95]. The other (following an earlier decision) lays down that
the notice must state both the alternatives, the option being
the liquidator’s and not the dissentient’s. It is not for the dis-
sentient to require the liquidator to take one and only one
of the two alternative courses and frame his notice accordingly
‘Demerara Rubber Co. (1913), I Ch. 331]. Since the notice
of dissent must be given within seven days after the passing
of the resolution, it obviously should not be given before
the passing, especially as no liquidator may then have been
appointed.

If a shareholder of the old company neither assents nor
dissents, and does not claim the shares to which he is entitled
under the scheme, he then loses his rights in the company,
unless any have been reserved to him by the particular
scheme: frequently, for example, the scheme provides that
he is to be entitled to the proceeds of sale of the shares which
he might have claimed. Buckley L.J., in his judgment in
the case of Bisgood v. Henderson's Transvaal Estates (1908),
r Ch. 793 thus conveniently summarises the provisions in
the scheme which may properly be made without the dis-
sentient being entitled to complain: ‘There is no hardship
upon him in any of the following arrangements within reason-
able limits: (1) That the shares for distribution be partly-paid
shares, or (2) that if he wants the shares he must apply for
them within a limited time, or (3) that shares unapplied for
are to be at the disposal of the new company, or (4) that
shares unapplied for may be sold and the member who does
not assent shall take the proceeds (for this is giving him
something more than that to which he would be otherwise
antitled), or (5) that the shares shall not go to the company and
be assets of the company, but shall go direct to the members.’
Although there is no illegality in a provision that a share-
holder loses the right to shares if he does not apply for them
within a limited time, there seems to be no reason for requiring
an application where the shares to be issued are fully paid
shares unless, perhaps, in a case where there are numerous
shareholders on the register who cannot be traced.

If a shareholder effectually dissents, as provided by s. 234
the price at which his shares are to be purchased must be
ascertained in accordance with the provisions of the section,
that is to say, the parties may agree, or, failing agreement,
the price is settled by arbitration, pursuant to the Companies
Clauses Consolidation Act, 1845. That Act provides for a
single arbitrator to be agreed upon, or for an arbitrator to be