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

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Chapter

Document type:: Monograph

Structure type:: Chapter

Title:: Chapter XIX. Reconstruction and schemes of arrangements

Collection:: Economics Books

222 SECRETARIAL PRACTICE holder who has not assented to or has failed to carry out the scheme. The dissenting shareholder has a right of appeal to the Court exefciseable at any time within one month after the notice was given to him; if a notice is given and no order is made by the Court to the contrary, the purchase of the interest of the dissentient shareholder will be carried out through the transferor company as provided by sub-sections (2) and (3) of the section. For the provisions of s. 55 of the Finance Act, 1927, as amended by s. 31 of the Finance Act, 1928, see Appendix L. It should be observed that where all the shares are being acquired, it is necessary to take care not to acquire the qualifying shares of the directors, until by the machinery of the articles a fresh board of properly qualified persons has been appointed, after which the old qualifying shares can be transferred, thus completing the matter. Further, care should be taken that the shares acquired are in the case of a public company, put into the names of not less than seven persons or, in the case of a private company, two persons. Schemes of Turning now to the remaining common form of recon- Avangs. q struction, more properly described as a scheme of arrange- s 153. Unger ment, s. 153 of the Act, stated shortly, provides that when a compromise or arrangement is proposed between a company and its creditors, or any class of creditors, or between the company and its members, or any class of members, the Court may, ‘on the application of the company, or any creditor or member, or, in the case of winding up, of the liquidator, direct that a meeting of the creditors or class of creditors, or of the members or class of members, as the case may be, be convened, and if a majority representing three-fourths in value of those present and voting agrees to the compromise it is, when sanctioned by the Court, to be binding on the creditors or class of creditors, or the members or class of members, as well as on the company, or, if there is a liquidation then on the liquidator and the contributories. The chief advantages of a scheme of arrangement are that a majority of creditors may bind the minority, for example, to accept debentures or shares in lieu of cash, or foregoing arrears oi interest ; and that (unless as part of the scheme a new company is formed to purchase the undertaking and is not in a position to take advantage of s. 55 of the Finance Act, 1927), the ex- pense of registration and the stamp duty on the transfer of assets 1s avoided. It will be remembered that under s. 234 creditors are not bound until a year has elapsed from the pass- ing of the special resolution. It should be noted that under the new Act persons present,

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