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CHAPTER 9
CAPITAL

contain a clause empowering the rights of the holders of any special, class of shares to be modified with the sanction of a specified majority of the shareholders of that class, a reduction of capital will be approved which modifies the rights of that class if the necessary sanction of the majority has been obtained.(32)

Carruth v. I. C. I., Ltd., [1937] A. C. 707. A company had an authorised capital of E95,000,000 divided into £1 ordinary, £1 preference and lOs. deferred shares. It was proposed to reduce the capital to £89,565,859 by cancelling half the amount of each of the lOs. deferred shares and then converting and consolidating each four deferred shares into one £1 ordinary share. The articles required any alteration of the rights of any class of shareholder to be approved by a meeting of the membera of that class. Notices were sent out summoning an extraordinary general meeting, of the shareholders, a class meeting of the ordinary shareholders and a class meeting of the deferred shareholders at the same time and place. The resolutions sanctioning the proposed reduction were passed at each of the meetings. At the deferred shareholders meeting the ordinary shareholders were present, but neither spoke nor voted. at the meeting and no objection was made to their presence. Held, (1) the objection which might have been taken by the deferred shareholders to the presence of the ordinary shareholders at their meeting had been waived, (2) as the reduction was approved by the deferred shareholders at their meeting they could not complain that it was unfair, in the absence of proof that their interests were unfairly overridden by persons with other and conflicting interests (such as persons who held both ordinary and deferred shares), (3) on the evidence, the deferred shareholders were not unfairly treated for the benefit of the ordinary shareholders, (4) the reduction should be confirmed.

A rateable reduction of the capital of the ordinary and the preference shares, the preference shares having no preference as to capital, is not a modification of the rights attaching to the preference shares, so that no class meeting is necessary. (33)
Where reduction is required on the ground that capital has been lost or is not represented by available assets, evidence of the loss or that the available assets do not represent the assets must be given. A reduction may be granted where capital has been lost, although it is still represented by available assets.

Re Hoare & Co., Ltd., [1904] 2 Ch. 208. A company had built up a reserve fundIt had incurred a loss arising from the depreciation in the value of its public-houses below the amount stated in the balance sheet, and it proposed to reduce its capital by apportioning the loss between its capital account and the reserve. Held, the loss ought to be rateably apportioned between the capital account and the reserve, and the company was not bound to apply the whole of its reserve to wipe out the loss.

If the proposed reduction involves either (i) diminution of liability in respect of unpaid share capital, or (ii) payment to any shareholder of any paid up capital, and (iii) in any other case where the Court so directs, creditors are entitled to object to the reduction. For this

32 Re Welsbach Incandescent Gas Light Co., [1904] 1 Ch. 87.
33 Re Mackenzie & Co., (1916] 2 Ch. 450.

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where is HTML where is HEAD where is TITLE contain a clause empowering what is rights of what is holders of any special, class of shares to be modified with what is sanction of a specified majority of what is shareholders of that class, a reduction of capital will be approved which modifies what is rights of that class if what is necessary sanction of what is majority has been obtained.(32) Carruth v. I. C. I., Ltd., [1937] A. C. 707. A company had an authorised capital of E95,000,000 divided into £1 ordinary, £1 preference and lOs. deferred shares. It was proposed to reduce what is capital to £89,565,859 by cancelling half what is amount of each of what is lOs. deferred shares and then converting and consolidating each four deferred shares into one £1 ordinary share. what is articles required any alteration of what is rights of any class of shareholder to be approved by a meeting of what is membera of that class. Notices were sent out summoning an extraordinary general meeting, of what is shareholders, a class meeting of what is ordinary shareholders and a class meeting of what is deferred shareholders at what is same time and place. what is resolutions sanctioning what is proposed reduction were passed at each of what is meetings. At what is deferred shareholders meeting what is ordinary shareholders were present, but neither spoke nor voted. at what is meeting and no objection was made to their presence. Held, (1) what is objection which might have been taken by what is deferred shareholders to what is presence of what is ordinary shareholders at their meeting had been waived, (2) as what is reduction was approved by what is deferred shareholders at their meeting they could not complain that it was unfair, in what is absence of proof that their interests were unfairly overridden by persons with other and conflicting interests (such as persons who held both ordinary and deferred shares), (3) on what is evidence, what is deferred shareholders were not unfairly treated for what is benefit of what is ordinary shareholders, (4) what is reduction should be confirmed. A rateable reduction of what is capital of what is ordinary and what is preference shares, what is preference shares having no preference as to capital, is not a modification of what is rights attaching to what is preference shares, so that no class meeting is necessary. (33) Where reduction is required on what is ground that capital has been lost or is not represented by available assets, evidence of what is loss or that what is available assets do not represent what is assets must be given. A reduction may be granted where capital has been lost, although it is still represented by available assets. Re Hoare & Co., Ltd., [1904] 2 Ch. 208. A company had built up a reserve fundIt had incurred a loss arising from what is depreciation in what is value of its public-houses below what is amount stated in what is balance sheet, and it proposed to reduce its capital by apportioning what is loss between its capital account and what is reserve. Held, what is loss ought to be rateably apportioned between what is capital account and what is reserve, and what is company was not bound to apply what is whole of its reserve to wipe out what is loss. If what is proposed reduction involves either (i) diminution of liability in respect of unpaid share capital, or (ii) payment to any shareholder of any paid up capital, and (iii) in any other case where what is Court so directs, creditors are entitled to object to what is reduction. For this 32 Re Welsbach Incandescent Gas Light Co., [1904] 1 Ch. 87. 33 Re Mackenzie & Co., (1916] 2 Ch. 450. where is meta name="keywords" content="old books, Free book , free book offer , free audio books , free coloring book pages , free book reports , free audio book , audio books free download , book free , free guest book , books free , free book summaries , download free audio books , free childrens books." where is where are they now rel="stylesheet" type="text/css" href="../../style.css" where is meta http-equiv="Content-Type" content="text/html; charset=iso-8859-1" where is BODY bgColor=#ffffff text="#000000" where are they now ="#000000" v where are they now ="#FF0000" where is div align="center" where is strong where is strong where is a href="http://www.aaoldbooks.com" Books > where is a href="../default.asp" title="Book" Old Books > where is strong where is a href="default.asp" Poetry Northwest (1959) where is table width="700" border="1" align="center" cellpadding="15" cellspacing="0" where is center where is tr where is td width="160" align="center" valign="top" where is div align="center" where is td align="center" valign="top" where is div align="left" where is div align="center" where is p align="left" Page 92 where is strong CHAPTER 9 CAPITAL where is p align="justify" contain a clause empowering what is rights of what is holders of any special, class of shares to be modified with what is sanction of a specified majority of what is shareholders of that class, a reduction of capital will be approved which modifies what is rights of that class if what is necessary sanction of what is majority has been obtained.(32) Carruth v. I. C. I., Ltd., [1937] A. C. 707. A company had an authorised capital of E95,000,000 divided into £1 ordinary, £1 preference and lOs. deferred shares. It was proposed to reduce what is capital to £89,565,859 by cancelling half what is amount of each of what is lOs. deferred shares and then converting and consolidating each four deferred shares into one £1 ordinary share. what is articles required any alteration of what is rights of any class of shareholder to be approved by a meeting of what is membera of that class. Notices were sent out summoning an extraordinary general meeting, of what is shareholders, a class meeting of what is ordinary shareholders and a class meeting of what is deferred shareholders at what is same time and place. what is resolutions sanctioning what is proposed reduction were passed at each of what is meetings. At what is deferred shareholders meeting what is ordinary shareholders were present, but neither spoke nor voted. at what is meeting and no objection was made to their presence. Held, (1) what is objection which might have been taken by what is deferred shareholders to what is presence of what is ordinary shareholders at their meeting had been waived, (2) as what is reduction was approved by what is deferred shareholders at their meeting they could not complain that it was unfair, in what is absence of proof that their interests were unfairly overridden by persons with other and conflicting interests (such as persons who held both ordinary and deferred shares), (3) on what is evidence, what is deferred shareholders were not unfairly treated for what is benefit of what is ordinary shareholders, (4) what is reduction should be confirmed. A rateable reduction of what is capital of what is ordinary and what is preference shares, what is preference shares having no preference as to capital, is not a modification of what is rights attaching to what is preference shares, so that no class meeting is necessary. (33) Where reduction is required on what is ground that capital has been lost or is not represented by available assets, evidence of what is loss or that what is available assets do not represent what is assets must be given. A reduction may be granted where capital has been lost, although it is still represented by available assets. Re Hoare & Co., Ltd., [1904] 2 Ch. 208. A company had built up a reserve fundIt had incurred a loss arising from what is depreciation in what is value of its public-houses below what is amount stated in what is balance sheet, and it proposed to reduce its capital by apportioning what is loss between its capital account and what is reserve. Held, what is loss ought to be rateably apportioned between what is capital account and what is reserve, and what is company was not bound to apply what is whole of its reserve to wipe out what is loss. If what is proposed reduction involves either (i) diminution of liability in respect of unpaid share capital, or (ii) payment to any shareholder of any paid up capital, and (iii) in any other case where what is Court so directs, creditors are entitled to object to what is reduction. For this 32 Re Welsbach Incandescent Gas Light Co., [1904] 1 Ch. 87. 33 Re Mackenzie & Co., (1916] 2 Ch. 450. where is Server.Execute("_SiteMap.asp") %

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