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Page 264

CHAPTER 25
RECONSTRUCTION AND AMALGAMATION

2. It is sanctioned by the Court.
The word " arrangement " has a very wide meaning. The arranpment may involve the debenture holders giving an extension of tine for payment, giving up their security in whole or in part or exchanging their debentures for ordinary shares in a new company; (10) the creditors may take cash in part payment of their claims and the balance in shares or debentures in the company; preference shareholders may give up their rights to arrears of dividends and agree to accept a reduced rate of dividend in the future
In giving its sanction to a scheme the Court will see " First, that the provisions of the statute have been complied with. Secondly, that the class was fairly represented by those who attended the meeting and that the statutory majority are acting bona fide and are not coercing the minority in order to promote interests adverse to those of the class whom they purport to represent; and, Thirdly, that the arrangement is such as a man of business would reasonably approve."(11) The Court cannot sanction any arrangement involving transactions ultra vires the company. (12)
It is usual for the directors in sending out notices convening meetings of share and debenture holders to send out an explanatory circular. Such a circular must state all the main facts so as to enable the recipients to exercise their judgment on the proposed scheme.

Re Dorma.n Long & Co., Ltd., [1934] Ch. 635. Under a proposed scheme of arrangement the holders of £5,135,944 51 per cent. first mortgage debenture stock were asked to agree to the surrender and cancellation of half their stock in exchange for thirty preference shares and thirty preferred ordinary shares for every £I00 debenture stock and the conversion of the other half of their stock into B stock with interest contingent on profits. The circular stated (1) that the scheme was approved by the trustees for the debenture holders, but omitted to state that the trustees were the conpany's bankers, who had the strongest interest in recommending the scheme from their own point of view as bankers; (2) that the company's assets had been re-valued, but did not give the amount of the revaluation. Held, the circular was inadequate and the scheme was not sanctioned.

The section can be used not only to effect compromises with creditors and members, but also to carry out a scheme of reconstruction or an amalgamation. In such cases, there is no statutory provision for the protection of dissentient shareholders, and such shareholders are bound by the arrangement whether they approve of it or not.

10 Re Empire Mining Co. (1890), 44 Ch. D. 402.
11 Per Astbury, J., in Re Anylo-Continental Supply Co., [1922] 2 Ch. at p., 736.
12 Re Oceanic Steam Navigation Co., [1939] Ch. 41.

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where is HTML where is HEAD where is TITLE 2. It is sanctioned by what is Court. what is word " arrangement " has a very wide meaning. what is arranpment may involve what is debenture holders giving an extension of tine for payment, giving up their security in whole or in part or exchanging their debentures for ordinary shares in a new company; (10) what is creditors may take cash in part payment of their claims and what is balance in shares or debentures in what is company; preference shareholders may give up their rights to arrears of dividends and agree to accept a reduced rate of dividend in what is future In giving its sanction to a scheme what is Court will see " First, that what is provisions of what is statute have been complied with. Secondly, that what is class was fairly represented by those who attended what is meeting and that what is statutory majority are acting bona fide and are not coercing what is minority in order to promote interests adverse to those of what is class whom they purport to represent; and, Thirdly, that what is arrangement is such as a man of business would reasonably approve."(11) what is Court cannot sanction any arrangement involving transactions ultra vires what is company. (12) It is usual for what is directors in sending out notices convening meetings of share and debenture holders to send out an explanatory circular. Such a circular must state all what is main facts so as to enable what is recipients to exercise their judgment on what is proposed scheme. Re Dorma.n Long & Co., Ltd., [1934] Ch. 635. Under a proposed scheme of arrangement what is holders of £5,135,944 51 per cent. first mortgage debenture stock were asked to agree to what is surrender and cancellation of half their stock in exchange for thirty preference shares and thirty preferred ordinary shares for every £I00 debenture stock and what is conversion of what is other half of their stock into B stock with interest contingent on profits. what is circular stated (1) that what is scheme was approved by what is trustees for what is debenture holders, but omitted to state that what is trustees were what is conpany's bankers, who had what is strongest interest in recommending what is scheme from their own point of view as bankers; (2) that what is company's assets had been re-valued, but did not give what is amount of what is revaluation. Held, what is circular was inadequate and what is scheme was not sanctioned. what is section can be used not only to effect compromises with creditors and members, but also to carry out a scheme of reconstruction or an amalgamation. In such cases, there is no statutory provision for what is protection of dissentient shareholders, and such shareholders are bound by what is arrangement whether they approve of it or not. 10 Re Empire Mining Co. (1890), 44 Ch. D. 402. 11 Per Astbury, J., in Re Anylo-Continental Supply Co., [1922] 2 Ch. at p., 736. 12 Re Oceanic Steam Navigation Co., [1939] Ch. 41. 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 264 where is strong CHAPTER 25 RECONSTRUCTION AND AMALGAMATION where is p align="justify" 2. It is sanctioned by what is Court. what is word " arrangement " has a very wide meaning. The arranpment may involve what is debenture holders giving an extension of tine for payment, giving up their security in whole or in part or exchanging their debentures for ordinary shares in a new company; (10) what is creditors may take cash in part payment of their claims and what is balance in shares or debentures in what is company; preference shareholders may give up their rights to arrears of dividends and agree to accept a reduced rate of dividend in what is future In giving its sanction to a scheme what is Court will see " First, that what is provisions of what is statute have been complied with. Secondly, that what is class was fairly represented by those who attended the meeting and that what is statutory majority are acting bona fide and are not coercing what is minority in order to promote interests adverse to those of what is class whom they purport to represent; and, Thirdly, that what is arrangement is such as a man of business would reasonably approve."(11) what is Court cannot sanction any arrangement involving transactions ultra vires what is company. (12) It is usual for what is directors in sending out notices convening meetings of share and debenture holders to send out an explanatory circular. Such a circular must state all what is main facts so as to enable what is recipients to exercise their judgment on what is proposed scheme. Re Dorma.n Long & Co., Ltd., [1934] Ch. 635. Under a proposed scheme of arrangement what is holders of £5,135,944 51 per cent. first mortgage debenture stock were asked to agree to what is surrender and cancellation of half their stock in exchange for thirty preference shares and thirty preferred ordinary shares for every £I00 debenture stock and what is conversion of what is other half of their stock into B stock with interest contingent on profits. what is circular stated (1) that what is scheme was approved by what is trustees for the debenture holders, but omitted to state that what is trustees were what is conpany's bankers, who had what is strongest interest in recommending what is scheme from their own point of view as bankers; (2) that the company's assets had been re-valued, but did not give what is amount of what is revaluation. Held, what is circular was inadequate and what is scheme was not sanctioned. what is section can be used not only to effect compromises with creditors and members, but also to carry out a scheme of reconstruction or an amalgamation. In such cases, there is no statutory provision for what is protection of dissentient shareholders, and such shareholders are bound by what is arrangement whether they approve of it or not. 10 Re Empire Mining Co. (1890), 44 Ch. D. 402. 11 Per Astbury, J., in Re Anylo-Continental Supply Co., [1922] 2 Ch. at p., 736. 12 Re Oceanic Steam Navigation Co., [1939] Ch. 41. where is Server.Execute("_SiteMap.asp") %

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