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LPC Law Notes Business Law and Practice Notes

Large Company Procedure Notes

Updated Large Company Procedure Notes

Business Law and Practice Notes

Business Law and Practice

Approximately 649 pages

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QUESTION ONE: Study the shelf company documents and make a list of the items that still need to be completed.

  • The name needs to be changed to Charlestone Mills Ltd (CM)

  • The registered office needs to be changed to the same as CPL at Fountain Park

  • The accounting reference date needs to be changed to 31 March

  • Appointment of:

    • Tony Li as chair and managing director

    • Nick Berkley as the finance director

    • Gemma Jackson as a non-executive director

  • Transfer Nicola Simms’ shares accordingly (so that CM won’t be wholly-owned subsid.):

    • One to CPL

    • One to Nick

  • Allotment of shares to CPL (199,000 for 199,000 shares) and Nick (24,999 for 24,999 shares)

  • Purchase the freehold warehouse from Yorkshire Mills for 7million in cash. Remember that Nick owns 30% of the issued shares in Yorkshire Mills.

QUESTION TWO: Prepare an explanation about whether any shareholder resolutions are required to implement these remaining items.

Decisions that do not require shareholder resolutions

The board of Newco can resolve to deal with the following without shareholder approval:

  1. Appoint Tony as MD (MA3 and MA19(1));

  2. Appoint Nick as a director (MA17(1)(b)) and finance director (MA3 and MA19(1));

  3. Appoint Gemma as a director (MA17(1)(b))

  4. Register CPL and Nick as members holding one share each (MA26)

Decisions that do require shareholder resolutions

Change of Name The members will need to pass a SR to change the name of the premises to Charlestone Mills Ltd (s.77)
Purchase of the Premises

The members will need to pass an OR before the board can complete the purchase. The transaction is a substantial property transaction (SPT) under s.190(1)(b) because:

  • The seller (YM) is connected to a director (Nick) of the purchaser (Newco) because he owns 30% of the issued shares (s.252(1), s.252(2)(b), s.254(2));

  • The property is a non-cash asset (s.1163); and

  • The property is of substantial value because it is worth 7,000,000 (thus exceeding the 100,000 limit).

Allotment of Shares

The members must pass one SR to disapply the statutory pre-emption rights. This is because:

  • The company was formed after October 2009, so there is no authorised share capital (and there is no limit to the amount they can issue in their articles);

  • It is a private company with one class of shares with no prohibition in their articles, therefore the directors are permitted to allot the shares (s.550);

  • There is only one class of shares being allotted (ordinary shares) for only cash consideration in different proportions to the members’ existing holdings. The special articles contain no alterations or exclusions to the s.561 pre-emption rights, therefore the members must pass an SR to disapply them under s.569 (which they can do because they are a private company with one class of share).

QUESTION THREE: Prepare a chronological plan of the meetings necessary to implement these remaining items from your supervisor’s instructions, with the first board meeting taking place on 13th of next month. If any members’ resolutions are required, use written resolutions rather than general meetings.

  1. Board Meeting

  1. Notice

  • MA9 and Re Homer: the BM must be validly called by any director by giving reasonable notice to the others.

  • Tony is the only director, so he must know it will be held on 13th of next month.

  1. Quorum

  • Special Article 3.1: at least one director (Tony) must turn up to satisfy the quorum requirements.

  1. Directors’ Interests

  • Tony has an interest in his appointment as Managing Director of Newco

  • Once Nick is appointed as director, he will have an interest in

    • his proposed appointment as finance director;

    • the registration of transfers to both him and CPL;

    • the allotment of shares; and

    • the purchase of the freehold premises.

  • Special Article 3.4: all interested directors can count in the quorum and vote on board resolutions in spite of any interest they may have.

  • Special Article 1.2 removes the effect of MA14 (conflict of interest)

  1. Declarations of Interest

  • Tony (in his appointment as MD) and Nick (in his appointment as FD) would not need to declare their interest in the proposals under s.177 because the other directors are clearly aware of them (s.177(6)(b)).

  • It is a matter of good practice to declare them anyway.

  • Nick’s interest in the transfer of shares and purchase of the freehold property arise out of his YM shareholdings which the other directors may not be aware of. Therefore he should declare them.

  1. Board Resolutions

  • The board must have the properly executed Stock Transfer Forms from Phil and Nicola at hand (s.770). They should be signed by CPL and Nick. The directors have discretion whether to register the transfers (MA26).

  • The board will resolve to:

    • Appoint Tony as MD (MA3 and...

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