PA Consulting Group Ltd, Re [2021] EWHC 29 (Ch) (07 January 2021)

PA Consulting Group Ltd, Re [2021] EWHC 29 (Ch) (07 January 2021)

Given the materially different rights attached to the various classes of shares and the forms of consideration offered under the scheme, three separate meetings for Rolling Managers in respect of their holdings of Preference Shares, B Ordinary Shares, and C Ordinary Shares are required. The arrangements for remote meetings are appropriate and compliant with statutory requirements.

Citation
[2021] EWHC 29 (Ch)
Parties
Applicant Company: PA Consulting Group Limited
Jurisdiction
England and Wales
Judgment Date
07 January 2021
Procedural Posture
Scheme of Arrangement Under Part 26 Companies Act 2006 / Application for Order to Convene Class Meetings
Outcome
Order granted to convene three class meetings as requested by the company, subject to minor amendment regarding remote meeting arrangements.
Legal Topics
Schemes of Arrangement, Class Composition, Shareholder Rights, Remote Meetings, COVID 19 Corporate Governance
Company Law Corporate Transactions Schemes of Arrangement Class Composition Shareholder Rights Remote Meetings COVID 19 Corporate Governance

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Parties

PA Consulting Group Limited

Applicant Company

Procedural Posture

Scheme of Arrangement Under Part 26 Companies Act 2006 / Application for Order to Convene Class Meetings

Legal Issues

  1. 1 What is the correct composition of classes for the scheme of arrangement?
  2. 2 Are the proposed arrangements for remote court meetings appropriate under COVID-19 restrictions?

Ratio Decidendi

Given the materially different rights attached to the various classes of shares and the forms of consideration offered under the scheme, three separate meetings for Rolling Managers in respect of their holdings of Preference Shares, B Ordinary Shares, and C Ordinary Shares are required. The arrangements for remote meetings are appropriate and compliant with statutory requirements.

Court Disposition

Order granted to convene three class meetings as requested by the company, subject to minor amendment regarding remote meeting arrangements.

Orders

  • Order to convene three separate court meetings for Rolling Managers in respect of Preference Shares, B Ordinary Shares, and C Ordinary Shares.
  • Meetings to be held remotely in accordance with the company's proposals.