Scottish National Trust Co Ltd, Petitioners [1928] ScotCS CSIH_1 (25 February 1928)

Scottish National Trust Co Ltd, Petitioners [1928] ScotCS CSIH_1 (25 February 1928)

The concluding words of Clause V of the memorandum do not override the clear priority given to preference shareholders in the main provision; court sanction is required for the scheme of arrangement.

Citation
[1928] ScotCS CSIH_1
Parties
Petitioner: Scottish National Trust Co Ltd
Jurisdiction
Scotland
Judgment Date
25 February 1928
Procedural Posture
Petition Under Companies (consolidation) Act, 1908, Section 120 / Application for Court Sanction of Scheme of Arrangement
Outcome
Sanction granted
Legal Topics
Scheme of Arrangement, Preference Shareholders' Rights, Interpretation of Memorandum and Articles of Association
Company Law Scheme of Arrangement Preference Shareholders' Rights Interpretation of Memorandum and Articles of Association

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Parties

Scottish National Trust Co Ltd

Petitioner

Procedural Posture

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

Legal Issues

  1. 1 Whether court sanction is required for the proposed scheme of arrangement involving new share issue and conversion under the company's memorandum and articles of association

Ratio Decidendi

The concluding words of Clause V of the memorandum do not override the clear priority given to preference shareholders in the main provision; court sanction is required for the scheme of arrangement.

Court Disposition

Sanction granted

Orders

  • Court sanctions the scheme of arrangement as sought, subject to approval by the necessary meetings.