Arden Coal Co., Ltd Petitioners [1922] ScotLR 398 (20 May 1922)

Arden Coal Co., Ltd Petitioners [1922] ScotLR 398 (20 May 1922)

A resolution passed by only half the shareholders of a class, even if they hold three-fourths of the share capital, does not satisfy the statutory requirement of a 'majority in number of shareholders of that class holding three-fourths of the share capital of that class.' The statute requires a numerical majority of all shareholders of the class, not just those present at the meeting.

Citation
[1922] ScotLR 398
Parties
Petitioner: Arden Coal Company, Limited
Jurisdiction
Scotland
Judgment Date
20 May 1922
Procedural Posture
Petition Under Companies (consolidation) Act 1908, Section 45 / Interlocutory Decision on Compliance With Statutory Requirements for Share Capital Reorganisation
Outcome
Petition continued; petitioners given opportunity to convene meetings afresh.
Legal Topics
Reorganisation of Share Capital, Class Rights, Shareholder Resolutions, Statutory Interpretation
Company Law Reorganisation of Share Capital Class Rights Shareholder Resolutions Statutory Interpretation

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Parties

Arden Coal Company, Limited

Petitioner

Procedural Posture

Petition Under Companies (consolidation) Act 1908, Section 45 / Interlocutory Decision on Compliance With Statutory Requirements for Share Capital Reorganisation

Legal Issues

  1. 1 Whether a resolution passed by one-half of the preference shareholders holding three-fourths of the share capital of that class complies with section 45 of the Companies (Consolidation) Act 1908.

Ratio Decidendi

A resolution passed by only half the shareholders of a class, even if they hold three-fourths of the share capital, does not satisfy the statutory requirement of a 'majority in number of shareholders of that class holding three-fourths of the share capital of that class.' The statute requires a numerical majority of all shareholders of the class, not just those present at the meeting.

Court Disposition

Petition continued; petitioners given opportunity to convene meetings afresh.

Orders

  • Petitioners to convene necessary meetings in compliance with section 45 and return to court.