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

224 SECRETARIAL PRACTICE may provide for a stay of the liquidation and the continuance of the old business. It may also involve the reduction, unification, consolidation or reorganisation of the capital of the company, or the modification of the rights of a class of shareholders. Where a compromise or arrangement is proposed in con- nection with a scheme of reconstruction or amalgamation involving the transfer of the whole or any part of the under- taking or property of one company to another company, the Court is empowered to facilitate the scheme by making provision for such matters as the transfer of property, the allotment of shares, etc., pending legal proceedings, the dissolution of the transferor company without a winding up and provision for dissentients [s. 154]. Notwithstanding this section, it would seem advisable for the scheme itself to con- tain provisions at least as to transfer of property, allotment, and if it is intended to confer rights on dissentients, for dis- sentients. The powers conferred on the Court by the section will prove particularly valuable if any unforeseen difficulty arises in carrying out the scheme, as they can be exercised not only by the order sanctioning the scheme but at any subsequent time. S. 154, however, only applies to companies within the meaning of the Act. It does not therefore apply to unregistered companies as defined by s. 337. In carrying out any scheme of reconstruction, whether ander s. 234 or under s. 153 or otherwise, legal advice is almost invariably necessary. No order sanctioning a scheme will take effect until an office copy thereof has been delivered to the Registrar for registration, and a copy of every such order must be annexed to every copy of the memorandum issued after the order has been made [s. 153 (3)]. Any order made under s. 154 must be delivered to the Registrar for registration within seven days after it is made. Compen- The Act of 1908 contained no provision affecting the pay- sation for ment of compensation for loss of office to a director retiring as loss of office. the result of the sale of the undertaking of a company or its amalgamation with another company though if an agreement to effect either of these objects contained a provision for payment by the purchaser of such compensation and the agreement was submitted to a general meeting of the company for ratification, a resolution approving the agréement would not be binding on absent or dissenting shareholders if the notice concerning the meeting did not contain proper disclosure of the com- pensation intended to be paid to the directors [Kaye v. Croydon Tramways (1898), 1 Ch. 358]. This decision would

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