Reconstruction Under S.280:
The essential features of this type of reconstruction have been described at 8.2.1(b). It is subject to several disadvantages and is little used. But when a reconstruction takes this form s.280 procedure must be followed so that a dissenting minority does have the appropriate safeguard.
This procedure applies to a company which is proposed to be or is in course of being wound up voluntarily. A company in liquidation must dispose of its assets (other than cash) by sale in order to pay its debts and distribute any surplus to its members. The special feature of a s.280 reconstruction is that the business or property of Company P is transferred to Company Q in exchange for shares of the latter company which are allotted direct or distributed by the liquidator to members of Company P. Obviously the creditors of Company P will have to be paid in cash. A dissenting minority of members of Company P can also require to be paid in cash. Hence substantial sums may have to be found in cash. This is one of the drawbacks.