In re Commerz Securities (Japan) Co. Ltd.

In re Commerz Securities (Japan) Co. Ltd.

The court confirmed the reduction of capital because the reduction had a clear commercial purpose, creditors were adequately safeguarded by a parental guarantee and prior creditor consents/postponements, and therefore the requirements of s.59 were satisfied; additionally, the minute must not refer to the written-down share premium account.

Citation
In re Commerz Securities (Japan) Co. Ltd.
Parties
Petitioner: Commerz Securities (Japan) Company Limited
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
25 May 1998
Case Number
HCMP1061/1998
Procedural Posture
Section 59 Petition Under the Companies Ordinance (reduction of Capital) / Order Made 25 May 1998; Reasons Handed Down 11 June 1998
Outcome
Order confirming the reduction of the Company's capital under section 59 of the Companies Ordinance
Legal Topics
Reduction of Share Capital, Share Premium Account, Creditor Protection, Court Approval for Capital Reduction, Share Conversion
Source Language
EN
Company Law Commercial Law Securities Regulation Banking and Finance Reduction of Share Capital Share Premium Account Creditor Protection Court Approval for Capital Reduction +1 more

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Parties

Commerz Securities (Japan) Company Limited

Petitioner

Procedural Posture

Section 59 Petition Under the Companies Ordinance (reduction of Capital) / Order Made 25 May 1998; Reasons Handed Down 11 June 1998

Legal Issues

  1. 1 Whether the court should confirm a reduction of capital under s.59 Companies Ordinance
  2. 2 Whether creditors are adequately safeguarded allowing dispensing with settlement of a list of creditors
  3. 3 Whether any minute of the reduction should refer to the share premium account

Ratio Decidendi

The court confirmed the reduction of capital because the reduction had a clear commercial purpose, creditors were adequately safeguarded by a parental guarantee and prior creditor consents/postponements, and therefore the requirements of s.59 were satisfied; additionally, the minute must not refer to the written-down share premium account.

Court Disposition

Order confirming the reduction of the Company's capital under section 59 of the Companies Ordinance

Orders

  • Order confirming reduction of share capital and writing down of share premium account
  • Order dispensing with the settlement of a list of creditors