Secretarial practice

Bibliographic data

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

Usage license:: Get license information via the feedback formular.

Chapter

Document type:: Monograph

Structure type:: Chapter

Title:: Chapter XIX. Reconstruction and schemes of arrangements

Collection:: Economics Books

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

Access restriction

Copyright

fullscreen: Secretarial practice

Monograph

Chapter

Table of contents

Download

Monograph

Chapter

This page

Image fragment

Citation links

Citation recommendation