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approval of the scheme - mergers and winding upa scheme of arrangement was agreed between hambros and hellenic whereby the shareholders of hellenic
unsecured trade creditorsit refers to a class of members or of creditors obviously if two or more companies are involved or if one company has two
compromise or arrangement - reconstructionsa scheme of arrangement is very flexible since it may be used to effect any compromise or arrangement with
scheme at meeting - reconstructionsfollowing approval of the scheme at meetings application is made to the court for an order to approve and
scheme of arrangementthe following sequence of action is necessary a application is made to the court usually by the company itself for an order
types of transaction - reconstructionsit will be seen that methods a and b relate to specific types of transaction they can only be used in those
form of reconstructionwhere one company transfers its undertaking and assets to another company in exchange for shares to be alloted direct or
choice of methodthere are three statutory methods to be considered where one company offers to acquire the shares of
reconstructions mergers and winding upa reconstructions mergers and takeovers are not defined terms a reconstruction may be an alternative of the
proposal to reduce the votes of preference sharesin making this approach the courts have nonetheless kept the door open for action to deal with
issue of additional preference sharesin the bristol aeroplane case it was said of the issue of additional preference shares
variation of class rights of the preference shareholdersthis was not a variation of class rights of the preference shareholders the company could
right to prior repaymenttherefore this was not variation of class rights since the existing preference shareholders had the same number of shares and
variation of class rightsit is only necessary to follow the variation of class rights procedure and a dissenting minority can only apply to the court
successive stages of a capital reorganisationthere was a sequence of general and class meetings to approve the successive stages of a capital
objection to a variation of class rightsthe company proposed to reduce its share capital by repayment of the 5 1 pound cumulative preference shares
derivative actionin nurcombe v nurcombe lawton l j stated that a derivative action is a procedural device for enabling the court to do justice to a
representative actionwhere individual shareholders have suffered personal loss in addition to the injury to the company one shareholder may bring a
forms of actiona minority of shareholders or an individual shareholder suing under one of the above exceptions may institute one of the following
personal rights invaded a shareholder may sue to protect from invasion their
exceptions to the rule in foss v harbottle according to professor wedderburn the so-called exceptions are essentially no exceptions at all
purpose of the ruleit has been stated by various english judges that without the rule in foss v
rule in foss v harbottle what has come to be recognized in company law as the rule in foss v harbottle is the decision of vice-chancellor wigram
negligenceit is still uncertain whether damage caused by negligence can be brought under the heading of fraud for the purpose of the exception of
fraud on the minoritythe exception of fraud on the minority depends whereas the company is defrauded on wrongdoer control ie the individual