Balmenach-Glenlivet Distillery Co., Ltd, Petitioners [1916] ScotLR 456_1 (17 March 1916)

Balmenach-Glenlivet Distillery Co., Ltd, Petitioners [1916] ScotLR 456_1 (17 March 1916)

The court has power under section 120 of the Companies (Consolidation) Act 1908 to sanction a scheme of arrangement cancelling arrears of dividends on cumulative preference shares, even where the company's memorandum and articles do not expressly provide for such cancellation, provided the statutory procedure is followed and the requisite majority of shareholders approve.

Citation
[1916] ScotLR 456_1
Parties
Petitioner: Balmenach-Glenlivet Distillery Company, Limited
Jurisdiction
Scotland
Judgment Date
17 March 1916
Procedural Posture
Petition / Sanction of Scheme of Arrangement Under Companies (consolidation) Act 1908, Section 120
Outcome
Petition granted; scheme of arrangement sanctioned.
Legal Topics
Preference Shares, Scheme of Arrangement, Cancellation of Dividends, Shareholder Rights
Company Law Preference Shares Scheme of Arrangement Cancellation of Dividends Shareholder Rights

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Parties

Balmenach-Glenlivet Distillery Company, Limited

Petitioner

Procedural Posture

Petition / Sanction of Scheme of Arrangement Under Companies (consolidation) Act 1908, Section 120

Legal Issues

  1. 1 Whether the court can sanction a scheme of arrangement cancelling arrears of dividends on cumulative preference shares when the company's memorandum and articles do not expressly provide for such cancellation.

Ratio Decidendi

The court has power under section 120 of the Companies (Consolidation) Act 1908 to sanction a scheme of arrangement cancelling arrears of dividends on cumulative preference shares, even where the company's memorandum and articles do not expressly provide for such cancellation, provided the statutory procedure is followed and the requisite majority of shareholders approve.

Court Disposition

Petition granted; scheme of arrangement sanctioned.

Orders

  • Scheme of arrangement, including cancellation of arrears of dividends on preference shares, sanctioned by the court.