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

RECONSTRUCTION 211 Under the Act of 1908, this method of reconstruction was only possible if the transferee company was a company within the meaning of the Act [Thomas v. United Butter Companies of France (1909), 2 Ch. 484]; but this limitation is removed by the new Act and the usefulness of the section is thus increased. The effect of s. 234 is to enable the liquidator of a company in a members’ voluntary liquidation (see p. 231) with the sanction of a special resolution (which may be passed either before or concurrently with or after the resolution for winding- up), to sell the whole or any part of its business or property to another company (whether a company within the meaning of the Act or not), the consideration for the sale being either wholly or in part shares policies or other like interests in the purchasing company for distribution among the members of the selling company, or the right for the shareholders of the old company to participate in the profits of or receive any other benefit from the new company, subject however, to the right of a shareholder who has not voted in favour of the resolution at the meeting at which the resolution was passed, to leave a notice of dissent, addressed to the liquidator, at the office of the company, within seven days of the passing of the resolution, requiring the liquidator purchase the interest of the dissentient. Accordingly, a three-fourths majority may effectively resolve upon this form of reconstruc- tion, subject only to the liability to purchase the rights of a dissentient minority. By s. 243 the provisions of s. 234 are applicable, also in the case of a creditors’ voluntary winding up (see p. 231), with the modification that any powers conferred on the liquidator under that section can be exercised only with the sanction either of the Court or of the committee of inspection. [t is to be observed that the liquidator may be authorised to sell the whole or part of the business or property of the company. Property means the assets at the time of liquida- tion; and although it has been held that capital, then uncalled, cannot be included in the sale [Clinch v. Financial Corporation 1868), 4 Ch. App. 117], yet it is exceedingly doubtful whether that decision would now be followed; and if it is desired to include the uncalled capital, there is nothing to prevent a call being made just before the winding up, in order that the proceeds, though unpaid, may be included in the sale [New Zealand Gold Extraction Co. v. Peacock (1894), 1 Q.B. 622]. The section only authorises the sale to another company; accordingly a sale to an individual, who is to form the new company, making what profit he can, is invalid [Bird v

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