Zusammenfassung der Ressource
Share Capital/Capital Maintenance
- Advantages of alloting shares
- pre emption rights maintain existing holders equity
- Cheaper to service than loans
- more flexible
- able to design
- Allotment
- private company with 1 class
- directors have unlimited authority
- s549
- authority for up to 5 years needed
- s551
- consider pre-emption rights
- unless authority not to
- s569
- must not be issued at a discount
- s552
- Plc's cannot issue in transfer for services
- s585
- non cash provisions
- s593-609
- Transfers
- normally to whomever the transferor wishes
- directors
- register transfers
- tell members if not
- s777(1)
- if unjustified new member can apply for rectification of register
- s1225
- Smith v Fawcett
- exercise good faith in transfer
- Stamp Duty
- 0.5%
- minimum £500
- Share Certificates
- prima facie evidence of right
- cannot deny rights not a holder
- CREST
- nominees hold electronic form
- Reduction of Capital
- why?
- too much capital
- devaluation of assets
- may be able to pay dividends again
- court application
- s641
- editors entitled to object
- s646
- solvency statement
- signed by directors
- 642
- Not signed
- court procedure
- s641
- liable if no reasonable grounds
- s643(4)
- shares do not exist
- Re-Purchase
- Why?
- to get rid of a member
- restore control
- increase asset value per share
- to deter takeover bid
- departing employee
- no other market for shares
- method
- Off-Market
- s694-700
- Private companies
- off-market plcs
- Market
- s701
- Financial Assistance
- difficult unless benefits employees
- Brady v Brady
- Lord Oliver
- requirment: best interests of the company
- Dividends
- only where accumulated realised profits > accumlated realised assets
- Revalution not realised as not sold
- Plc?
- Net Asset Rule
- s831
- net assets > share capitcal
- Bairstow v Queens Moat Houses
- liable for unjustified dividends
- s847
- member too if known
- Insider Dealing
- s52 Criminal Justice Act 1993
- exploits information for profit
- defences
- not expected result
- information disclosed
- Information did not influence
- Squeeze out provisions
- min < 10% has to sell in takeover
- s974