Companies: Joint Decision Making Flashcards
Who usually calls meetings?
Directors
A shareholder holding at least what % of the paid-up voting capital can require the directors to call a meeting, within what time must the directors (1) call the meeting and (2) hold the meeting?
5%. Called within 21 days; held within 28 days.
What happens if the directors fail to call the meeting?
The shareholder who requested the meeting, or any shareholder(s) holding 50% of the voting rights can call the meeting themselves
When can the court call a meeting?
If it is impractical/impossible for the company to call it, e.g. deadlock between shareholders
To whom must notice of a general shareholders meeting be given?
- All shareholders and directors
- Personal representatives of deceased shareholders
- Trustee in bankruptcy of any bankrupt shareholders
- Auditor, if there is one
In what four forms can notice of a meeting be?
- In writing
- Electronically
- By email
- Via a website
What five things must the notice of the meeting contain?
- Company name
- Time, date and place of the meeting
- General nature of business to be carried on at the meeting
- Right to appoint a proxy to attend
- Full text of any special resolution
How much notice must be given for a meeting?
14 clear days, unless articles provide for longer
How much notice must be given if a shareholder is calling a meeting to remove a director?
28 days
What additional time period is added where notice is communicated by a method other than hand delivery?
48 hours
How can you work out notice periods quickly on the exam?
Last date notice can be given:
- Meeting date minus 15 days if hand delivered
- Meeting date minus 17 days if other method
Earliest date a meeting can be held:
- Notice date plus 15 days if hand delivered
- Notice date plus 17 days if other method
How much notice must a Plc give for its annual general meeting?
21 clear days
What is a shareholder’s option if notice is insufficient?
They can seek to have any action taken at the meeting for which notice was insufficient declared invalid
What proportion of shareholders must agree to hold a meeting on shorter notice?
Majority of shareholders (in number), holding 90% of the shares
In what situation can the short notice procedure not be used?
For matters requiring documents to be left at the registered office for 15 days prior to the meeting
If a company has more than one shareholder, can a single shareholder who is present in his own capacity but also as proxy for another shareholder form a quorum of two?
No
What proportion of shareholders at a meeting are required to approve (1) an ordinary resolution and (2) a special resolution?
Ordinary resolution: Simple majority of shareholders at the meeting
Special resolution: 75% or more of the shareholders at the meeting
Compare with written resolutions which require those percentages of all shareholders.
What six things are among those for which a special resolution is required?
- Amend the articles
- Reduce share capital / buy back shares
- Wind up the company
- Change company name
- Disapply pre-emption rights
- Change company status, i.e. private to public
Within what time period must a special resolution be filed at Companies House?
15 days
What is the normal method of voting at meetings?
Show of hands
What is a poll vote and what two groups can demand one?
Instead of one vote per shareholder in the show of hands method, it becomes one vote per share, and can be demanded by:
- Any five shareholders or more, or
- Shareholders with more than 10% of the voting rights or 10% of the paid-up capital
Can a Plc pass a written resolution?
No, they are available to private companies only
Can a written resolution be used for both types of resolutions?
Yes
What action can a written resolution not be used for?
Dismissing a director or auditor
