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Page 220

CHAPTER 20
WINDING UP BY THE COURT

debenture holders by appointing a receiver can effectually bar the creditors from participating in the assets of the company.
The Court will not order the company to be wound up merely because it is making a loss, if the majority of the shareholders are against a winding up.(12)
A company will not be wound up if the directors are acting within their legal powers although hardship may be caused. The shareholders' remedy is to sue the company and the directors.
Re Cuthbert Cooper & Sons, Ltd., [1937] Ch. 392. C. and his two elder sons were directors of a private company. C. died and left his shares to his younger sons. The directors refused, under powers in the articles, to register transfers of the shares from the younger sons or to supply them with copies of the balance sheets and accounts, and dismissed them from their employment with the company. Held, these were not grounds for winding up the company.

Oppression of Minorities (s. 210).--On the application of a member, the Court, if satisfied that a minority of the shareholders is being oppressed and that the facts would justify the making of a winding up order but that such an order would not do justice to the minority, may make an order under s. 210. The order may regulate the conduct of the company's affairs in the future and may require the majority, or the company, to buy the shares of the minority on terms fixed by the Court. Under such an order, the memorandum and articles may be altered, and these alterations cannot themselves be altered without leave of the Court.
This power to apply to the Court is useful if, on the death of a shareholder, the directors, under powers in the articles, refuse to register transfers and so are able to buy the shares at their own price. Another example is where " two persons trading in partnership form their business into a limited company and one partner dies, leaving his shares to his widow who takes no active part in the business " and then " the directors absorb an undue proportion of the profits of the company in remuneration for their services so that little or nothing is left for distribution among the shareholders by way of dividend."( 13)

WINDING-UP PETITION
To obtain a winding up by the Court, a petition must be presented to the Court having the necessary jurisdiction. The Courts having

12 Re Suburban Hotel Co. (1867), L. R. 2 Ch. 737.
13 Cmd. 6659 (the Cohen Report), para. 59.

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where is HTML where is HEAD where is TITLE debenture holders by appointing a receiver can effectually bar what is creditors from participating in what is assets of what is company. what is Court will not order what is company to be wound up merely because it is making a loss, if what is majority of what is shareholders are against a winding up.(12) A company will not be wound up if what is directors are acting within their legal powers although hardship may be caused. what is shareholders' remedy is to sue what is company and what is directors. Re Cuthbert Cooper & Sons, Ltd., [1937] Ch. 392. C. and his two elder sons were directors of a private company. C. died and left his shares to his younger sons. what is directors refused, under powers in what is articles, to register transfers of what is shares from what is younger sons or to supply them with copies of what is balance sheets and accounts, and dismissed them from their employment with what is company. Held, these were not grounds for winding up what is company. Oppression of Minorities (s. 210).--On what is application of a member, what is Court, if satisfied that a minority of what is shareholders is being oppressed and that what is facts would justify what is making of a winding up order but that such an order would not do justice to what is minority, may make an order under s. 210. what is order may regulate what is conduct of what is company's affairs in what is future and may require what is majority, or what is company, to buy what is shares of what is minority on terms fixed by what is Court. Under such an order, what is memorandum and articles may be altered, and these alterations cannot themselves be altered without leave of what is Court. This power to apply to what is Court is useful if, on what is what time is it of a shareholder, what is directors, under powers in what is articles, refuse to register transfers and so are able to buy what is shares at their own price. Another example is where " two persons trading in partnership form their business into a limited company and one partner dies, leaving his shares to his widow who takes no active part in what is business " and then " what is directors absorb an undue proportion of what is profits of what is company in remuneration for their services so that little or nothing is left for distribution among what is shareholders by way of dividend."( 13) WINDING-UP PETITION To obtain a winding up by what is Court, a petition must be presented to what is Court having what is necessary jurisdiction. what is Courts having 12 Re Suburban Hotel Co. (1867), L. R. 2 Ch. 737. 13 Cmd. 6659 (the Cohen Report), para. 59. 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 220 where is strong CHAPTER 20 WINDING UP BY what is COURT where is p align="justify" debenture holders by appointing a receiver can effectually bar what is creditors from participating in what is assets of what is company. what is Court will not order what is company to be wound up merely because it is making a loss, if what is majority of what is shareholders are against a winding up.(12) A company will not be wound up if what is directors are acting within their legal powers although hardship may be caused. what is shareholders' remedy is to sue what is company and what is directors. Re Cuthbert Cooper & Sons, Ltd., [1937] Ch. 392. C. and his two elder sons were directors of a private company. C. died and left his shares to his younger sons. what is directors refused, under powers in what is articles, to register transfers of what is shares from what is younger sons or to supply them with copies of what is balance sheets and accounts, and dismissed them from their employment with the company. Held, these were not grounds for winding up what is company. Oppression of Minorities (s. 210).--On what is application of a member, what is Court, if satisfied that a minority of what is shareholders is being oppressed and that what is facts would justify what is making of a winding up order but that such an order would not do justice to what is minority, may make an order under s. 210. what is order may regulate what is conduct of what is company's affairs in what is future and may require what is majority, or what is company, to buy what is shares of what is minority on terms fixed by what is Court. Under such an order, what is memorandum and articles may be altered, and these alterations cannot themselves be altered without leave of what is Court. This power to apply to what is Court is useful if, on what is what time is it of a shareholder, what is directors, under powers in what is articles, refuse to register transfers and so are able to buy what is shares at their own price. Another example is where " two persons trading in partnership form their business into a limited company and one partner dies, leaving his shares to his widow who takes no active part in what is business " and then " what is directors absorb an undue proportion of what is profits of what is company in remuneration for their services so that little or nothing is left for distribution among what is shareholders by way of dividend."( 13) WINDING-UP PETITION To obtain a winding up by what is Court, a petition must be presented to what is Court having what is necessary jurisdiction. what is Courts having 12 Re Suburban Hotel Co. (1867), L. R. 2 Ch. 737. 13 Cmd. 6659 (the Cohen Report), para. 59. where is Server.Execute("_SiteMap.asp") %

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