In the matter of Smith & Williamson Holdings Limited

In the matter of Smith & Williamson Holdings Limited

All statutory requirements for sanctioning the scheme were satisfied, the class constitution was correct, the non-disclosed director's interest was de minimis and immaterial, the scheme was fair and reasonable, and there was no blot on the scheme.

Parties
Applicant: Smith & Williamson Holdings Limited; Respondent: A shareholders; Respondent: D shareholders (AGF Management Limited)
Jurisdiction
England and Wales
Judgment Date
06 August 2020
Procedural Posture
Scheme of Arrangement (companies Act 2006) / Sanction Hearing
Outcome
Scheme of Arrangement sanctioned
Legal Topics
Scheme of Arrangement, Shareholder Rights, Class Constitution, Statutory Compliance
Company Law Mergers and Acquisitions Scheme of Arrangement Shareholder Rights Class Constitution Statutory Compliance

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 3 Authorities cited 4 Party arguments 2 Amounts and remedies 12
Sign in to unlock

Parties

Smith & Williamson Holdings Limited

Applicant

A shareholders

Respondent

D shareholders (AGF Management Limited)

Respondent

Procedural Posture

Scheme of Arrangement (companies Act 2006) / Sanction Hearing

Legal Issues

  1. 1 Whether statutory requirements for sanctioning a scheme of arrangement under Part 26 Companies Act 2006 are met
  2. 2 Whether class constitution for scheme meeting was correct
  3. 3 Whether non-disclosure of a director's interest invalidates the scheme

Ratio Decidendi

All statutory requirements for sanctioning the scheme were satisfied, the class constitution was correct, the non-disclosed director's interest was de minimis and immaterial, the scheme was fair and reasonable, and there was no blot on the scheme.

Court Disposition

Scheme of Arrangement sanctioned

Orders

  • Scheme of Arrangement between Smith & Williamson Holdings Limited and its A and D shareholders is sanctioned as sought.