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 223 but not voting, are excluded in calculating whether the requisite majority has been obtained. Schemes involving the consolidation of shares of different classes or the division of shares into shares of different classes are brought expressly within the section by sub-s. 5. The section is applicable not only to companies within the meaning of the Act, but to all companies liable to be wound up under the Act [s. 153 (5)]. It applies therefore, not only to companies registered under the Act in England and Scotland, and to existing companies as defined by s. 380, but also to unregistered companies as defined by s. 337 unless within the exception referred to in s. 338 (1) (a). The jurisdiction of the Court in sanctioning the scheme is unlimited, and it may sanction any form of scheme which is within the ambit of the section and is not within s. 234. In general, if the provisions of the Act have been complied with, and the scheme is reasonable, and no injustice has been done to any class, and if satisfied that the majority supporting the scheme are acting bond fide, the Court will not withhold its sanction. The Court may, however, require modifica tions of the scheme as approved by the classes interested, or may attach conditions; and, in order to avoid the necessity for summoning fresh meetings to approve the scheme as modified by the Court, it is usual to insert a clause in the scheme authorising the applicant to assent to any modifications or conditions in the scheme which the Court may think fit to require or impose. In one case, for instance, the Court attached the condition that a minority of shareholders who disapproved the scheme should have the rights of dissentients ander s. 234, i.e. should be entitled to require the liquidator to purchase their interests in the company [Canning Jarrah Timber Company (1900), 1 Ch. 708]. The schemes which have from time to time been sanctioned by the Court are of the most varied description. Thus, debenture holders and creditors have accepted shares for their debts; existing debenture holders have been postponed to new debentures to be created; creditors have received part cash and part debentures, or part cash and part shares, in satisfaction of their debts; one creditor has taken over all the assets, and paid the costs of the winding up and a composition to the other creditors; shares or debentures have been accepted in lieu of arrears of debenture interest; deben- ture interest has been reduced, future profits being devoted to the redemption of the debentures. The scheme may, and often does, involve the formation of a new company to acquire all or part of the assets; or, if a liquidation is in progress, it Forms of Schemes.

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