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

214 SECRETARIAL PRACTICE Dissentients. difficulty: one is a clause enabling the liquidator, with the sanction of an extraordinary resolution, in making any distribution of assets amongst the shareholders, to make it otherwise than in accordance with their rights; the other is a clause enabling a majority of a particular class of share- holders to bind the minority in modifying the rights or privileges of the class. And if the articles contain no such provision, it is open to the company, as a first step towards the desired reconstruction, to alter them by special resolution in the ordinary way, so as to introduce the necessary pro- visions. No article can of course deprive dissentients of their statutory rights [Irrigation Co. of France, 6 Ch. App. 176]. If, however, the rights of classes of shareholders are un- alterably fixed by the memorandum, it appears to be possible, when a distribution of assets otherwise than in accordance with those rights is desired, to proceed by means of a scheme of arrangement under s. 153. That section does not include any provision for dissentients, but having regard to the provisions of s. 234 the Court would probably require that provision be made for the treatment of dissentients in the same way as they must be treated in a reconstruction under 5. 234 [see Sandwell Park Colliery Co. (1914), 1 Ch. 589; General Motor Cab Co. (1913), I Ch. 377]. In a reconstruction under s. 234 the matter of dissentients is important. The number of dissentients might be more than a quarter of the shareholders, since the meeting at which the special resolution was passed might not be representative. However, where there is likely to be any considerable amount of dissent, the precaution will, in general, be taken of circularis- ing the shareholders in advance to ascertain their views on the proposed reconstruction, and, if there appears to be a preponderance of dissent, the scheme will, of course, be abandoned. The position of a shareholder in the old com- pany is this: he may either (1) assent to the reconstruction and claim the shares to which he is entitled; or (2) dissent as provided by the section; or (3) he may do neither. To entitle him to dissent he must not have voted in favour of the resolu- tion at the meeting, and within seven days after the passing of the resolution he must leave at the registered office of the company a written notice expressing his dissent and requiring the liquidator either to abstain from carrying the resolution into effects or to purchase his interest as provided by the Act. Two decisions as to the notice of dissent should be observed. One is to the effect that the liquidator may waive a failure of a dissentient to comply with a condition of the section which was inserted solely for the benefit of the dissentient: thus, a

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