Issuing New Shares Flashcards
s 124
Legal Capacity and Powers of Company 1) Issue and cancel shares
s 254 A
Power to issue shares
s 198 A
Powers of directors 1)Directors manage the company 2) except any powers reserved for s/h in GM
s 113
Proprietary Companies 1)
s 134
Internal MGMT of companies, governed by CA or Constitution or combo
s 246C
Variation of Class Rights
s 246B
Procedurefor varying and cancelling class rights 1) Consti. Sets out 2) no procedure to follow CA
s249H, L, J
How to call a meeting of members
s 136
Special Resolution 2) alter the company’s constitution
s 254D
Pre-emption rights of s/h for proprietary, RR
s 140
Effect of constitution and RR have effect as a contract
Greenhalgh v Ardene Cinemas
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
White v Bristol Aeroplane
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
Gambotto v WCP
Removing valuable proprietary rights of existing s/h, only permissible if proper purpose and saves comp. from detriment; fair not oppressive
s 249 F
Shareholders calling meeting of members, own cost
s 249 D
Directors calling a meeting of members, requested by a s/h, mandatory law
NRMA v Parker
Meetings called by s/h can only be for proper purpose: issues in which they have power to vote and pass on
s 249 Q
a meeting of company members must be held for a proper purpose
NRMA v Scandrett
motive irrelevant for calling meetings
Automatic Self-Cleansing Syndicate v Cunninghame
S/h power does not extend to telling directors how to run the company
John Shaw v Shaw
S/h power does not extend to telling directors how to run the company
s 203 C
RR Proprietary Comp: Resolution to remove and replace director
s 203 D
Public Comp: resolution for removal of director
