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Scottish Court of Session Decisions |
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You are here: BAILII >> Databases >> Scottish Court of Session Decisions >> Macdonald, Greenlees, & Williams (Distillers), Ltd Petitioners [1923] ScotLR 579 (04 July 1923) URL: http://www.bailii.org/scot/cases/ScotCS/1923/60SLR0579.html Cite as: [1923] ScotLR 579, [1923] SLR 579 |
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Page: 579↓
In a petition by a private company, with consent of a majority in numbers of each class of its shareholders, representing more than three-fourths of the value of the capital in each class, for authority to call and hold meetings and for sanction of a scheme of arrangement under section 120 of the Companies (Consolidation) Act 1908, no crave was made for intimation on the walls and in the minute book. The Court ordered intimation on the walls and in the minute book.
The Companies (Consolidation) Act 1908 (8 Edw. “VII, cap. 69) enacts—Section 120—“(1) Where a compromise or arrangement is proposed … between the company and its members or any class of them the Court may on the application in a summary way of the company or of … any member of the company … order a meeting … of the members of the company or class of members, as the case may be, to be summoned in such manner as the Court directs. (2) If a majority in number representing three-fourths in value of the … members or class of members, as the case may be, present either in person or by proxy at the meeting, agree to any compromise or arrangement, the compromise or arrangement shall, if sanctioned by the Court, be binding on … the members or class of members, as the case may be, and also on the company. …”
Macdonald, Greenlees, & Williams (Distillers), Limited, petitioners, presented a petition under section 120 of the Companies (Consolidation) Act 1908 for authority to convene meetings of the members and shareholders of the company for the purpose of considering and approving a scheme of arrangement prepared with a view to converting the company from a private into a public company, making a public issue of its shares and obtaining a quotation on the Stock Exchange. A majority in number of each class of shareholders, representing more than three-fourths of the value of the capital in each class, were consenters to the petition.
The petition did not contain a crave for intimation on the walls and in the minute book, and when the petition appeared in the Single Bills counsel submitted that in the circumstances such intimation was unnecessary.
The Court pronounced this interlocutor—
“Appoint the petition to be intimated on the walls and in the minute book in common form, and allow all concerned to lodge answers thereto, if so advised, within six days thereafter.”
Counsel for the Petitioner— Wilton, K.C. Burn Murdoch. Agents— Davidson & Syme, W.S.
