Oban and Aultmore Glenlivet Distilleries Petitioners [1903] ScotLR 40_817 (15 July 1903)

Oban and Aultmore Glenlivet Distilleries Petitioners [1903] ScotLR 40_817 (15 July 1903)

Article 46 of the articles of association confers unusually large powers, allowing a two-thirds majority of preference shareholders to modify the memorandum and extinguish arrears of preference dividend as part of a scheme for reduction of capital. The course proposed is reasonable and in the interests of the company.

Citation
[1903] ScotLR 40_817
Parties
Petitioner: Oban and Aultmore Glenlivet Distilleries, Limited; Respondent: Preference Shareholders
Jurisdiction
Scotland
Judgment Date
15 July 1903
Procedural Posture
Petition for Confirmation of Reduction of Capital / Final Judgment
Outcome
petition granted
Legal Topics
Ultra Vires, Reduction of Capital, Alteration of Memorandum of Association, Cancellation of Arrears of Preference Dividend
Company Law Ultra Vires Reduction of Capital Alteration of Memorandum of Association Cancellation of Arrears of Preference Dividend

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Parties

Oban and Aultmore Glenlivet Distilleries, Limited

Petitioner

Preference Shareholders

Respondent

Procedural Posture

Petition for Confirmation of Reduction of Capital / Final Judgment

Legal Issues

  1. 1 Whether cancellation of arrears of preference dividend is competent under company law and articles of association
  2. 2 Whether modification of rights attached to preference shares can be effected by extraordinary resolution

Ratio Decidendi

Article 46 of the articles of association confers unusually large powers, allowing a two-thirds majority of preference shareholders to modify the memorandum and extinguish arrears of preference dividend as part of a scheme for reduction of capital. The course proposed is reasonable and in the interests of the company.

Court Disposition

petition granted

Orders

  • Confirmation of scheme for reduction of capital, including cancellation of arrears of preference dividend and alteration of articles of association