Secretarial practice

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Monograph

Identifikator:: 1828236004

URN:: urn:nbn:de:zbw-retromon-249926

Document type:: Monograph

Title:: Secretarial practice

Edition:: fourth edition

Place of publication:: Cambridge

Publisher:: W. Heffer & Sons Ltd

Year of publication:: 1930

Scope:: viii, 987 Seiten

Digitisation:: 2022

Collection:: Economics Books

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Document type:: Monograph

Structure type:: Chapter

Title:: Chapter XIX. Reconstruction and schemes of arrangements

Collection:: Economics Books

Reconstruc- tion under s. 234. 210 SECRETARIAL PRACTICE company if sanctioned by an extraordinary resolution, and on the creditors if acceded to by three fourths in number and value of the creditors, subject to an appeal to the Court within three weeks by any creditor or contributory. Since the required majority of creditors is more difficult to obtain than that required in the case of an arrangement under s. 153, and, further, since there is no power to bind classes of creditors, it is almost always better to proceed under s. 153 (see p. 222). Of the remaining methods of reconstruction mentioned above, 2, 4 and 6 are by far the most important, but it will be necessary later to deal shortly with 3. It may be stated at the outset, that though the basis of most reconstructions is either s. 234 or s. 153 of the Act, yet in a very large num- ber of cases the scheme is complicated by various other elements, e.g. subdivision of shares, or reduction of capital. [f a reduction of capital is included in a scheme, the provisions of the Act relating to reduction must be strictly complied with, and the reduction cannot be effected merely by obtaining the sanction of the Court to the reduction as part of the scheme "Cooper, Cooper and Johnson (1902), 51 W.R. 314]. It is not possible here to deal in detail with complex schemes of the nature just indicated. Reconstruction under s. 234 involving the formation of a new company is frequently resorted to, when it is desired to obtain further working capital and the ordinary means of so doing are impracticable. But it may also be utilised for various other purposes, e.g. as an alternative to a petition for reduction, or for alteration of objects, or to obtain enlarged powers when the case is not within s. 5 of the Act, or to effect an alteration in the respective rights of more than one class of shareholders when these are fixed by the memorandum. The expense involved in registering a new company, which the new capital duty greatly increased, discouraged reconstruc- tions of this class when other means were available, but this objection has largely disappeared since s. 55 of the Finance Act, 1927, as amended by s. 31 of the Finance Act, 1928, came into force. See Appendix L. If it is desired to take advan- tage of this section, care must be taken to see that the requisite conditions are complied with, not only in the scheme as formulated [sub-s. (1)], but also in the scheme as carried out [sub-s. (6)]. If letters of renunciation are used, it may be impossible to prove that the scheme as carried out has com- plied with sub-s. (1) as it is doubtful whether allotment without registration amounts to an ‘issue of shares.” Thedrafts- men of the necessary documents must also bear in mind the provisions of sub-s. (3) as to the form of the documents.

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