BL - Shareholders - remedies

Question 1

Just and equitable winding up:
When will a winding up apply?

💥

Answer 1

just and equitable to do so.
⚖️

Question 2

What are the main rights and remedies available to shareholders?

Answer 2

• shareholder agreements 🤝
• membership rights 🧔‍♀️
• shareholders rights under 2006 s.33
• removal of directors 🎩💥
• derivative actions 🥸
• unfair prejudice 💩
• just and reasonable winding up 💥

Question 3

What % of shares is required to ask the court to prevent a breach of directors’ duties

Answer 3

Any shareholder

Question 4

What % of shares is required to commence a derivative claim?

Answer 4

Any shareholder

Question 5

What % of shares is required to petition for unfair prejudice?

Answer 5

Any shareholder

Question 6

What % of shares is required to petition for just and equitable winding up?

Answer 6

Any shareholder

Question 7

What % of shares is required to call a GM

Answer 7

5%

Question 8

What % of shares is required to circulate a WR

Answer 8

5%

Question 9

What % of shares is required to require the circulation of a written statement regarding proposed resolutions to be considered at GM?

Answer 9

5%

Question 10

What % of shares is required to demand a poll vote

Answer 10

10%

Question 11

What % of shares is required to block a special resolution?

Answer 11

More than 25%

Question 12

What % of shares is required to pass or block a OR

Answer 12

50% block
Over 50% pass

Question 13

What % of shares is required to pass a SR

Answer 13

75%

Question 14

Can directors who are shareholder vote as members on resolutions for their removal?

Answer 14

Yes

Question 15

What’s is a s.312 notice?

Answer 15

A notice by the shareholders that they want a removal resolution under s.168. Must be served 28 days before the GM.

Question 16

What is a s.303 notice

Answer 16

Request by 5% of members requiring board to call a GM.

Directors must give convening notice a GM within 21 days from the date of the s.303 notice to be held within 28 days of the convening notice.

If, by the 21st day the directors haven’t called the GM, 51% of the members behind the s.303 notice can call a GM under s.305 with 14 clear days notice up to 3 months of the date the 303 request was received by directors.

Question 17

When is a s.303 notice typically issued

Answer 17

A s.303 notice demanding notice of a GM is given within 21 days of the notice is normally issued at the same time as a s.312 special notice of the removal of a director.

Question 18

What resolution is required to change a company name?

Answer 18

Special resolution

Question 19

If voting is tied, does the chairman get the casting vote?

Answer 19

No - not in 2006 companies

Question 20

What is required to alter articles?

Answer 20

• special resolution
  AND
• interest of the company as a whole (minority interests considered here).

Question 21

If a special resolution is called but no Poll, how does voting work

Answer 21

Each member has one vote regardless of shares. Therefore, a resolution could be passed with fewer than 75% of the voting shares.