Langdon Building, Sherwood Road, Manchester

On:

Present:

10 September, 2005, at 3 p.m.

Debra Smith (Chairperson)

Anna Bean (Director)

Claire Thurman (Secretary)

1 The Chairperson confirmed that notice of the meeting had been given to altthe Directors

Company and that a quorum of the Board of Directors was present at the meetiog.

2 Applications were presented to the meeting from Debra Smith, Anna Bean and Allison 8cf'iarpfor the

allotment of 10,000, 20,000 and 20,000 shares respectively by the Company, and it was resolved

that their applications be approved subject to the approval of the extraordinary general meeting.

3 It was noted that Debra Smith and Anna Bean had declared their interests in the shares pursuant to

s317 Companies Act 1985.

4 The Chairperson reported that it was proposed to increase the authorised share capital of the

Company by 50,000.

5 The Chairperson reported that the directors required authority to allot shares, as there was no

power in the Company's articles of association.

6 The Chairperson also informed the members that the Company would need to disapply s89

Companies Act 1985 in relation to pre-emption rights.

7 There was presented to the meeting a notice of an extraordinary general meeting at which

resolutions would be proposed to implement the above proposals to increase the Company's share

capital; to authorise directors to allot the new shares; and to disapply the requirements of s89

Companies Act 1985. It was resolved that the notice be approved, that the Secretary be instructed

to send it to all the members and the auditors of the Company, and, subject to all the members

agreeing to short notice, that the meeting be held immediately.

8 The meeting was adjourned to enable the extraordinary general meeting to be held.

9 The meeting resumed at 8 p.m. and the Chairperson reported that the resolutions set out in the

notice of an EGM had been duly passed.

10It was resolved that the application by Debra Smith, Anna Bean and Allison Sharp for 10,000,

20,000 and 20,000 shares respectively be accepted and that the capital of the Company be

allotted to the applicants on the terms of the application.

11The Secretary was instructed to enter the names of the applicants in the register of members of the

Cornpany as the f'iolders of the shares allotted.

121"heSecretary was [nstructedto prepare share certificates in respect of the shares allotted and to

arrange fOr the common seal to be affixed to th.ern and to deliver the share certificates to the

applicants.

13and file with the Registrar of Companies: Form 88(2)

3t rnade; Form 123 (increase of capital); and

With raising capital for the Company.

Was closed.

Chairperson

~

18Read the minutes again and answer these questions.

1 Which resolutions were passed at the meeting?

2 What steps must be undertaken by the Secretary subsequent to the meeting?

19As a record of what occurred at a meeting, the minutes include an account of

what the participants said. Verbs referring to speech acts, such as to state or

to propose, are commonly used. Which verbs of this kind can be found in the

minutes?

e 2: 0

20The minutes on page 56 contain examples of verbs that often appear together

with the nouns meeting and resolution. Find and underline them.

21Complete the table below to show which of the verbs in the box can be used

with meeting and resolution. You may need to consult a dictionary.

adopt arrange attend authorise

draft endorse introduce oppose

schedule summon table

call cancel convene

pass preside at

Meeting resolution

n9 .. h ho r 9

Theletter on page 58 has been written by an American lawyer in response to a query

concerning the rights of a shareholder.

22Read the letter and discuss these questions.

1 What kind of letter is it?

2 What exactly is the query it responds to?

23Read the letter again and decide whether these statements are true or false.

1 The shareholder seeks to set aside the transaction on the grounds that he

was not able to vote at the shareholders meeting.

2 The lawyer states that in a true merger, the statutes do not provide appraisal

rights to the shareholder.

3 The lawyer points out that looking at the substance rather than the form of

the transaction might appear at first to help the shareholder's case.

4 The lawyer believes that it is likely that the courts in the jurisdiction in

question will decide along the lines of Heil v. Star Chemical.

Unit 4 Companylaw:fundamental changes in a company

E

,

24Match these words and phrases from the letter (1-5) with their synonyms (a-e).

The words are in italics in the letter.

1 instant

2 in essence

3 persuasive

4 hesitant

5 mere

a basically

b simple

c reluctant

d convincing

e present

25According to the letter of advice on page 58, there is a good reason why a court

might rule in favour of the shareholder, but also a good reason why it would not.

Discuss these reasons with a partner and decide how you would advise your

client in this situation.

r 0 ning

Date: 2015-12-11; view: 1221