Balmenach - glenlivet distillery, Ltd v. Croall and others [1906] ScotLR 43_820 (20 July 1906)

Balmenach - glenlivet distillery, Ltd v. Croall and others [1906] ScotLR 43_820 (20 July 1906)

The Court has power to confirm a reduction of capital scheme even if it alters the rights of preference shareholders as set out in the memorandum, provided the scheme is just and equitable. The proposed scheme, which apportions loss between preference and ordinary shareholders and maintains management continuity, is fair and equitable given the company's circumstances.

Citation
[1906] ScotLR 43_820
Parties
Petitioner: Balmenach-Glenlivet Distillery, Limited; Respondent: John Croall and others
Jurisdiction
Scotland
Judgment Date
20 July 1906
Procedural Posture
Petition for Confirmation of Reduction of Capital / Final Judgment
Outcome
petition granted
Legal Topics
Reduction of Capital, Memorandum of Association, Shareholder Rights, Companies Acts
Company Law Reduction of Capital Memorandum of Association Shareholder Rights Companies Acts

Case Brief

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Parties

Balmenach-Glenlivet Distillery, Limited

Petitioner

John Croall and others

Respondent

Procedural Posture

Petition for Confirmation of Reduction of Capital / Final Judgment

Legal Issues

  1. 1 Whether the Court has power to confirm a scheme for reduction of capital inconsistent with the memorandum of association
  2. 2 Whether the scheme for reduction of capital is fair and equitable

Ratio Decidendi

The Court has power to confirm a reduction of capital scheme even if it alters the rights of preference shareholders as set out in the memorandum, provided the scheme is just and equitable. The proposed scheme, which apportions loss between preference and ordinary shareholders and maintains management continuity, is fair and equitable given the company's circumstances.

Court Disposition

petition granted

Orders

  • Resolution for reduction of capital confirmed
  • Registration of confirmation order and minute directed