Form of reconstruction:

Where one company transfers its undertaking (and assets) to another company in exchange for shares to be alloted direct or distributed to the members of the company, the company which makes the transfer must go into voluntary liquidation and the transfer must be approved by special resolution passed in general meeting.  The acquiring company may be a new company formed for the purpose.  There is then a change of company but the same shareholders as a group own the same business (through a company).  It is a form of reconstruction.  If however the acquiring company already has a business and a different group of members this method effects an amalgamation so  that the two groups of shareholders join together in holding the shares of a single company which owns both businesses (s.280).

A scheme of arrangement may be used in many different situations.  Essentially it is suitable for making a change in the rights of shareholders or creditors of an existing and continuing company.  But it can also be used to effect a take-over (as described in (a) above) or to carry out a reconstruction involving changes of company structure (s.207).