Adjoumed), to resume a meeting (The meeting resumed at

8 p.m.), to set out a resolution (the resolutions [which had

been] set out), to pass a resolution (the resolutions ...

Had been duly passed), to file a resolution (to prepare and

File ... the special and ordinary resolutions), to close a

Meeting (the meeting was closed)

21 meeting: arrange, attend, call, cancel, convene, preside at,

Schedule, summon

resolution: adopt, authorise, draft, endorse, introduce,

Oppose, pass, table

It is a letter of advice.

The query it responds to is whether it would be

Possible to set aside the transaction described in the

letter on the basis of the shareholder's rights.

False 2 False 3 True 4 True

E 2a 3d 4c 5b

You have requested advice regarding your rights as

stockholder in Alca Corporation (the "Target

Corporation") which entered into a stock-for-assets

agreement with Losal Corporation (the "Purchasing

Corporation").

The advice and statements set forth below are based

On the facts you presented to me in our telephone

Conference of January 27.

As always, I remain at your disposal should you wish to

Discuss your options. I look forward to hearing from

You and answering any further questions you may have.

Suggested answer

Dear Mr Louis

I am writing in response to your query of 12 September in

Which you request information regarding the board

Meeting and extraordinary general meeting of Longfellow

Ltd which were held on 10 September. I will summarise

The circumstances under which the meetings were

Convened, as well as the resolutions passed.

As you may know, a board meeting was held to determine

Whether new shares could be issued to certain existing

Shareholders in the company. The proposal, which would

Raise the share capital of the company by 50,000, was

Presented to the board. However, as the charter of the

Company did not grant authority to raise share capital in

This manner, a notice of an extraordinary general meeting

Was presented, containing the details of the proposed

Increase in share capital. The board approved the notice,

And it was forwarded to all of the members, including

Yourself, for consent to the short notice of the

Extraordinary general meeting. The board meeting then

Adjourned to allow for consents to the short notice to be

Obtained and to hold the extraordinary general meeting.

The extraordinary meeting was then held after consents to

The short notice were obtained from all the members, and

The meeting approved all of the resolutions in the notice.

Based on the authority provided by the approval of the

Extraordinary general meeting, the board raised the share

Capital of the company through the issuance of the

New shares. The company secretary was then

Instructed to take care of all the administrative matters

Related to the increase and the meeting was closed.

I hope that the information I have provided meets your

Requirements. Should you have any further questions, do

Not hesitate to contact me.

Yours sincerely

Ann Walsh

Language Focus

Related to 3 liable 4 contend

Add on 6 relevant

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C

Date: 2015-12-11; view: 880