LPC Law Notes Business Law and Practice Notes
A collection of the best LPC BLP notes the director of Oxbridge Notes (an Oxford law graduate) could find after combing through dozens of LPC samples from outstanding students with the highest results in England and carefully evaluating each on accuracy, formatting, logical structure, spelling/grammar, conciseness and "wow-factor".
In short these are what we believe to be the strongest set of Business Law and Practice notes available in the UK this year. This collection of notes is fully upda...
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Share Buy-Back
658 Generally a company is forbidden from buying its own shares except in accordance with CA 2006
690(1) provides that company may only buy back its shares if it not prohibited from doing so by its articles
Model Articles have no restrictions
691(1) Only shares which are fully paid can be bought back
MA 21 it can be assumed that shares are fully paid
690(2) Buy-back cannot take place if, as a result, there would be only redeemable shares in issue
CHECK BALANCE SHEET
691(2) When shares are bought, the company must pay for them upon purchase
How can shares be funded?
692(2)(a)(i) Out of sufficient distributable profits
CHECK PROFIT & LOSS ACCOUNT
692(2)(a)(ii) Out of the proceeds of a fresh issue of shares made for the purpose of financing the purchase
PRIVATE COMPANY then 709(1) Out of capital
Unless articles forbid this – Model Articles do not
What type of purchase is it?
Private company then probably off-market 693(1)(a)
Contract effecting buy-back has to be approved by SPECIAL RESOLUTION or be conditional on approval being granted 694(2)
Board Resolution to draft contract & call GM/written resolution
Special resolution approving contract
Board resolution executing contract
Public company can be off-market 693(2)
Contract effecting buy-back has to be approved by SPECIAL RESOLUTION or be conditional on approval being granted 694(2)
Board Resolution to draft contract & call GM
Special resolution approving contract
Board resolution executing contract
701(1) To make a market purchase then need an ORDINARY RESOLUTION of shareholders
701(3) stating the maximum number of shares to be authorised to be acquired & the maximum & minimum prices to be paid for the shares
701(5) Authority to directors must state the period for which the authority is to last, for a maximum of 5 years
Board resolution to call GM (or written resolution if private company)
Ordinary resolution
Board resolution to effect market purchase
Procedure for buy-back out of distributable profits?
Is the meeting quorate?
MA 11(2)
Ordinary resolution of shareholders required to alter quorum requirements
Do any declarations of interests need to be made?
If shareholder with whom buy back is to take place is also a director then director must declare interest under 177 & will be ineligible to vote or count in quorum MA 14
Directors have to asses if buy-back will promote the success of the company 172
APPLY TO FACTS
Are there sufficient distributable profits?
Is the company cash-rich?
Are the shares being bought at a premium?
Board resolutions
Approve buy-back & draft contract
Call GM or circulate written resolution (if private company only)
Shareholder resolutions
SPECIAL RESOLUTION approving contract
695(2) shareholder whose shares are being bought is ineligible to vote in a written resolution
695(3) & (4) shareholder whose shares are being bought can vote & count in quorum at GM, but if his vote has the effect of causing the SR to be passed, the resolution will be void
APPLY TO FACTS but generally advise not to vote in SR
Board Resolutions
Authorise signatories for contract
Anyone with a conflict still cannot vote MA 14
Administration
707(1) Form SH03 to Registrar within 28 of buy-back
708(2) Form SH06 to registrar within 28 days accompanied with statement of capital
113 Alter register of members
702(3) Keep buy-back contract at registered office for 10 years
Procedure for Buy-Back out of capital
Is the meeting quorate?
MA 11(2)
Ordinary resolution of shareholders required to alter quorum requirements
Do any declarations of interests need to be made?
If shareholder with whom buy back is to take place is also a director then director must declare interest under 177 & will be ineligible to vote or count in quorum MA 14
Directors have to asses if buy-back will promote the success of the company 172
714 Directors required to give a statement of solvency that the company is solvent & will remain so for the next 12 months
If company goes insolvent in this period directors could be made personally liable...
Buy the full version of these notes or essay plans and more in our Business Law and Practice Notes.
A collection of the best LPC BLP notes the director of Oxbridge Notes (an Oxford law graduate) could find after combing through dozens of LPC samples from outstanding students with the highest results in England and carefully evaluating each on accuracy, formatting, logical structure, spelling/grammar, conciseness and "wow-factor".
In short these are what we believe to be the strongest set of Business Law and Practice notes available in the UK this year. This collection of notes is fully upda...
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