Issuing New Shares

Question 1

s 124

Answer 1

Legal Capacity and Powers of Company 1) Issue and cancel shares

Question 2

s 254 A

Answer 2

Power to issue shares

Question 3

s 198 A

Answer 3

Powers of directors 1)Directors manage the company 2) except any powers reserved for s/h in GM

Question 4

s 113

Answer 4

Proprietary Companies 1)

Question 5

s 134

Answer 5

Internal MGMT of companies, governed by CA or Constitution or combo

Question 6

s 246C

Answer 6

Variation of Class Rights

Question 7

s 246B

Answer 7

Procedurefor varying and cancelling class rights 1) Consti. Sets out 2) no procedure to follow CA

Question 8

s249H, L, J

Answer 8

How to call a meeting of members

Question 9

s 136

Answer 9

Special Resolution 2) alter the company’s constitution

Question 10

s 254D

Answer 10

Pre-emption rights of s/h for proprietary, RR

Question 11

s 140

Answer 11

Effect of constitution and RR have effect as a contract

Question 12

Greenhalgh v Ardene Cinemas

Answer 12

Issuing new ordinary shares is not a variation of class rights of existing s/h under common law because strict legal rights have not changed

Question 13

White v Bristol Aeroplane

Answer 13

Issuing new ordinary shares is not a variation of class rights of existing s/h under common law because strict legal rights have not changed

Question 14

Gambotto v WCP

Answer 14

Removing valuable proprietary rights of existing s/h, only permissible if proper purpose and saves comp. from detriment; fair not oppressive

Question 15

s 249 F

Answer 15

Shareholders calling meeting of members, own cost

Question 16

s 249 D

Answer 16

Directors calling a meeting of members, requested by a s/h, mandatory law

Question 17

NRMA v Parker

Answer 17

Meetings called by s/h can only be for proper purpose: issues in which they have power to vote and pass on

Question 18

s 249 Q

Answer 18

a meeting of company members must be held for a proper purpose

Question 19

NRMA v Scandrett

Answer 19

motive irrelevant for calling meetings

Question 20

Automatic Self-Cleansing Syndicate v Cunninghame

Answer 20

S/h power does not extend to telling directors how to run the company

Question 21

John Shaw v Shaw

Answer 21

S/h power does not extend to telling directors how to run the company

Question 22

s 203 C

Answer 22

RR Proprietary Comp: Resolution to remove and replace director

Question 23

s 203 D

Answer 23

Public Comp: resolution for removal of director