Usual procedure - shares of the minority, Business Law and Ethics

Usual procedure - shares of the minority:

Hence the usual procedure is:

(a)     first to dispose of possible objections by creditors by paying their debts or providing security for their due payment of their debts.  Alternatively the company may seek to obtain the consent of the creditors to the transfer of liability for their debts to the transferee company (as part of the terms on which the business is sold);

(b)     then to convene a general meeting and propose a special resolution to approve the sale of the business in exchange for shares of the purchasing company.  It thus becomes evident how many members may demand to be bought out for cash since only members who did not vote in favour of the resolution can opt for the cash payment.  If it is clear that the cash expenditure will be prohibitive the scheme can be abandoned before the company goes into liquidation;

(c)     finally (as the second step at the same general meeting) to move a resolution to go into liquidation.  If it is to be a creditors voluntary liquidation then a committee of inspection must be appointed and asked to approve the sale under s.292

Posted Date: 1/15/2013 4:35:01 AM | Location : United States

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