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Page 263

CHAPTER 25
RECONSTRUCTION AND AMALGAMATION

" Sale of the whole undertaking and division of the proceeds cannot be a corporate object. Under a clause in its memorandum of association a single steamship company may no doubt sell its only steamship with the whole of its equipment and with the proceeds buy another. But under a clause in its memorandum of association it cannot, in my opinion, sell its only steamship and all its undertaking and divide the proceeds Distribution of capital (except in reduction of capital) can only be made in winding up. An agreement for sale may be a corporate act of the going company and within its objects, but an agreement for sale and distribution can only be valid when the company 'is proposed to be wound up' or is in course of being wound up. when the company is proposed to be wound up or is in course of being wound up s. 161 [now s. 234] contains provisions which, in my judgment, define rights in the members which cannot by any clauses in the memorandum and articles of association be excluded."(8)

COMPROMISE OR ARRANGEMENT UNDER s. 206
A company cannot validly make any conveyance or assignment of its property to a trustee for the benefit of its creditors (s. 320). An arrangement with its creditors can be made by a company when it is about to be or is in course of being wound up under s. 306 (ante, p. 256), and a liquidator can make arrangements with the company's creditors and sell the company's property under s. 245 (ante, p. 234), but in both these cases liquidation is either in progress or in contemplation. Under s. 206 a company can enter into a compromise or arrangement with its creditors or any class of them, or its members or any class of them, without going into liquidation. To enable this to be done, a meeting of the creditors or the members, as the case may be, must be called. With the notice of the meeting, there must be sent a statement explaining the effect of the compromise or arrangement and, in particular, stating any material interests of the directors and the effect on them of the compromise or arrangement in so far as it is different from the effect on the like interests of other persons. If the meeting is summoned by advertisement, a similar statement or notice where such a statement is to be obtained must be given (s. 207). A compromise or arrangement can be entered into and will be binding on the company and the creditors or members as the case may be if:
1. It is agreed to by a majority in number representing three fourths in value of the creditors or class of creditor, or members or class of members, present and voting either in person or by proxy at a meeting called for the purpose.

Any proper form of proxy may be used and it is not necessary to their validity that they should be sent to the company's offices before the meeting.
Directors who, pursuant to the Court's order, receive proxies must use them whether they are for or against the scheme.(9)

8 Per Buckley, L. J., in Bisgood's Case.
9 Re Dorman Long & Co., Ltd., [1934] Ch. 635.

travel books:
where is HTML where is HEAD where is TITLE " Sale of what is whole undertaking and division of what is proceeds cannot be a corporate object. Under a clause in its memorandum of association a single steamship company may no doubt sell its only steamship with what is whole of its equipment and with what is proceeds buy another. But under a clause in its memorandum of association it cannot, in my opinion, sell its only steamship and all its undertaking and divide what is proceeds Distribution of capital (except in reduction of capital) can only be made in winding up. An agreement for sale may be a corporate act of what is going company and within its objects, but an agreement for sale and distribution can only be valid when what is company 'is proposed to be wound up' or is in course of being wound up. when what is company is proposed to be wound up or is in course of being wound up s. 161 [now s. 234] contains provisions which, in my judgment, define rights in what is members which cannot by any clauses in what is memorandum and articles of association be excluded."(8) COMPROMISE OR ARRANGEMENT UNDER s. 206 A company cannot validly make any conveyance or assignment of its property to a trustee for what is benefit of its creditors (s. 320). An arrangement with its creditors can be made by a company when it is about to be or is in course of being wound up under s. 306 (ante, p. 256), and a liquidator can make arrangements with what is company's creditors and sell what is company's property under s. 245 (ante, p. 234), but in both these cases liquidation is either in progress or in contemplation. Under s. 206 a company can enter into a compromise or arrangement with its creditors or any class of them, or its members or any class of them, without going into liquidation. To enable this to be done, a meeting of what is creditors or what is members, as what is case may be, must be called. With what is notice of what is meeting, there must be sent a statement explaining what is effect of what is compromise or arrangement and, in particular, stating any material interests of what is directors and what is effect on them of what is compromise or arrangement in so far as it is different from what is effect on what is like interests of other persons. If what is meeting is summoned by advertisement, a similar statement or notice where such a statement is to be obtained must be given (s. 207). A compromise or arrangement can be entered into and will be binding on what is company and what is creditors or members as what is case may be if: 1. It is agreed to by a majority in number representing three fourths in value of what is creditors or class of creditor, or members or class of members, present and voting either in person or by proxy at a meeting called for what is purpose. Any proper form of proxy may be used and it is not necessary to their validity that they should be sent to what is company's offices before what is meeting. Directors who, pursuant to what is Court's order, receive proxies must use them whether they are for or against what is scheme.(9) 8 Per Buckley, L. J., in Bisgood's Case. 9 Re Dorman Long & Co., Ltd., [1934] Ch. 635. 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 263 where is strong CHAPTER 25 RECONSTRUCTION AND AMALGAMATION where is p align="justify" " Sale of what is whole undertaking and division of what is proceeds cannot be a corporate object. Under a clause in its memorandum of association a single steamship company may no doubt sell its only steamship with what is whole of its equipment and with what is proceeds buy another. But under a clause in its memorandum of association it cannot, in my opinion, sell its only steamship and all its undertaking and divide what is proceeds Distribution of capital (except in reduction of capital) can only be made in winding up. An agreement for sale may be a corporate act of what is going company and within its objects, but an agreement for sale and distribution can only be valid when what is company 'is proposed to be wound up' or is in course of being wound up. when what is company is proposed to be wound up or is in course of being wound up s. 161 [now s. 234] contains provisions which, in my judgment, define rights in what is members which cannot by any clauses in what is memorandum and articles of association be excluded."(8) COMPROMISE OR ARRANGEMENT UNDER s. 206 A company cannot validly make any conveyance or assignment of its property to a trustee for what is benefit of its creditors (s. 320). An arrangement with its creditors can be made by a company when it is about to be or is in course of being wound up under s. 306 (ante, p. 256), and a liquidator can make arrangements with the company's creditors and sell what is company's property under s. 245 (ante, p. 234), but in both these cases liquidation is either in progress or in contemplation. Under s. 206 a company can enter into a compromise or arrangement with its creditors or any class of them, or its members or any class of them, without going into liquidation. To enable this to be done, a meeting of what is creditors or what is members, as what is case may be, must be called. With what is notice of what is meeting, there must be sent a statement explaining what is effect of what is compromise or arrangement and, in particular, stating any material interests of what is directors and what is effect on them of the compromise or arrangement in so far as it is different from the effect on what is like interests of other persons. If what is meeting is summoned by advertisement, a similar statement or notice where such a statement is to be obtained must be given (s. 207). A compromise or arrangement can be entered into and will be binding on what is company and what is creditors or members as what is case may be if: 1. It is agreed to by a majority in number representing three fourths in value of what is creditors or class of creditor, or members or class of members, present and voting either in person or by proxy at a meeting called for what is purpose. Any proper form of proxy may be used and it is not necessary to their validity that they should be sent to what is company's offices before what is meeting. Directors who, pursuant to what is Court's order, receive proxies must use them whether they are for or against what is scheme.(9) 8 Per Buckley, L. J., in Bisgood's Case. 9 Re Dorman Long & Co., Ltd., [1934] Ch. 635. where is Server.Execute("_SiteMap.asp") %

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