When two businesses have become incompatible;

When investors and lenders only want to provide capital

To one business operation, not all;

When owner-managers have different philosophies;

In the case of publicly held companies when the stock

Market would value the separate parts more highly

Than combined operations;

When the separation of business operations could lead

To a greater drive for success.

Code Section 355 permits a spin-off to be

Accomplished without tax to either the distributing

Corporation or the receiving shareholder,

13 1 They are discussing an increase in a company's share

Capital.

A board meeting and an EGM

3 Three: the ordinary resolution, the notice of increase of

Nominal capital and the amended memorandum

Share capital 2 Determine the amount

A board meeting 4 directors 5 pass a resolution

Short notice 7 chairperson 8 a simple majority

Within 15 10 nominal capital

The company secretary usually writes the minutes of a

Meeting,

In his or her role as corporate counsel, a lawyer often

Has to read such texts to make sure everything has been

Carried out in accordance with the relevant statutes.

The board meeting was called to vote on the allotment of

Shares (increase authorised share capital),

The EGM was convened to authorise the directors to

Increase the company capital, allot the shares and

Disapply the requirements of s89 Companies Act 1985. Answer key E

It was resolved that the applications for the allotment

Of shares be approved subject to their approval of the

Extraordinary general meeting; that the notice be

Approved to hold an EGM at which the 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 would be

Voted on; that the application by the members for

Additional shares be accepted and that the capital of

The Company be allotted to the applicants on the

Terms of the application.

Entering the names of the applicants in the register of

Members of the Company as the holders of the shares

Allotted; preparing share certificates in respect of the

Shares allotted; arranging for the common seal to be

Affixed to them and for the share certificates to be

Delivered to the applicants; preparing and filing with the

Registrar of Companies Form 88(2) (return of allotments)

In respect of the allotment just made; Form 123 (increase

Of capital); and the special and ordinary resolutions in

Connection with raising capital for the Company.

To confirm, to resolve, to note, to report, to propose, to

Declare, to inform, to instruct

To give notice of a meeting (notice of the meeting had

Been given), to be present at a meeting (was present at

The meeting), to present X to a meeting (Applications were

Presented to the meeting, There was presented to the

Meeting), to propose a resolution (resolutions would be

Proposed), to hold a meeting (the meeting be held

Immediately), to adjourn a meeting (The meeting was

Date: 2015-12-11; view: 1355