Binnengrosshandel

Bibliographic data

Monograph

Identifikator:: 1794536604

URN:: urn:nbn:de:zbw-retromon-186153

Document type:: Monograph

Title:: Binnengrosshandel

Place of publication:: Berlin

Publisher:: Beuth-Vertrieb GmbH

Year of publication:: [1960]

Scope:: 2, 46, 1 Blatt; Tab

Digitisation:: 2022

Collection:: Economics Books

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

220 SECRETARIAL PRACTICE cannot be a corporate object, so that, under a clause for that purpose introduced into the memorandum of association, such a sale and distribution can be made without regard to the provisions of s. 161 of the Companies Act, 1862’ (now, of course, s. 234 of the Act of 1929). ‘A company limited by shares cannot by its memorandum and articles of association provide as part of its constitution that in an event the cor- porator shall either submit to a liability in excess of the limit of liability on his shares, or shall be dispossessed of his status as corporator.’ The practical result is that, as regards sales under a power in the memorandum, they appear to be legal, if liquidation is neither contemplated nor in progress, but inasmuch as a scheme of reconstruction by sale to a new company generally involves liquidation and distribution in specie it is not often practicable to proceed under a power contained in the memor- andum. To use such a power the only possible procedure appears to be to effect an out-and-out sale for shares, and, subsequently, as a wholly independent transaction, to resolve upon liquidation with the object of distributing the proceeds. This would mean that the selling company would for a time become simply an assets-holding company. This course is sometimes adopted, especially when the shares of the selling company are held by a small number of persons who can by separate agreement bind themselves to put the company in liquidation and authorise the distribution of the assets in specie. The legality of this course was recognised in Mason v. Motor Traction Co. (1905), 1 Ch. 419, which, though mentioned in argument in Bisgood’s Case was not overruled, but appar- ently approved by Buckley L.]J., himself. It is thought that Etheridge v. Central Uruguay Railway (1913), 1 Ch. 425 is not inconsistent with this view, as the resolutions submitted to the meeting in that case provided for liquidation and distri- bution of the shares forming the purchase consideration in specie among the members and the transaction was therefore clearly within s. 192 of the Act of 1908. It must, however, be pointed out that any attempt to evade the effect of Bisgood’s Case by these means would be very carefully scrutinised, and very slight evidence indeed of an ultimate intention to go into liquidation for the purpose of distributing the proceeds of sale would probably be sufficient to wreck the scheme. The conclusion is that for most purposes, at all events, schemes of reconstruction by means of a sale under the powers in the memorandum have become impracticable and are best left alone. This, however, is subject to the important proviso that. in cases where there is complete unanimity amongst the

Access restriction

Copyright

Object: Secretarial practice

Monograph

Table of contents

Download

Monograph

Chapter

This page

Image fragment

Citation links

Citation recommendation