Langdon Building, Sherwood Road, Manchester
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
13and file with the Registrar of Companies: Form 88(2)
3t rnade; Form 123 (increase of capital); and
With raising capital for the Company.
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
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
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
24Match these words and phrases from the letter (1-5) with their synonyms (a-e).
The words are in italics in the letter.
2 in essence
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: 837