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WINDING UP ON:
"THE JUST AND EQUITABLE GROUND":
Unlike the other five grounds this one is widely interpreted and it is no objection that the petition is based on facts unlike the other grounds, (i.e. the ejusdem generis rule does not apply) or facts without precedent (as regards the just and equitable ground itself. The just and equitable ground is usually relied on by a member (contributory) who is dissatisfied with or is at loggerheads with the directors or controlling shareholders over the management of the company. But something more than dissatisfaction is needed to make it just and equitable that the company should be wound up. Although the court has a wide discretionary power, winding up orders have been made in the following situations:
The substratum of the company has gone, i.e. the only main object(s) of the company (its underlying basis or substratum) cannot be or can no longer be achieved:
Case: RE GERMAN DATE COFFEE CO. (1882)
The objects clause specified with much particularity that the sole object was to manufacture coffee from dates under a German patent. The German government refused to grant a patent. The company manufactured coffee under a Swedish patent for sale in German. A contributory petition for compulsory winding up.
Allotment of shares and debentures - mergers and winding up: When the scheme is before the court for final approval a minority may object on any of the various grounds indicat
Take-over bids: Section 210 provides that where a scheme or contract involving the transfer of shares or any class of shares in a company to another company has been approved
QUESTION (a) Define the term 'contract' and explain the basic elements which constitute a valid and legally enforceable contract under the English Law (b) What do you unders
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American Courts, though vested with considerable Constitutional authority, are limited in power by the other branches of the government, the States to some extent, and the people.
READINGS: First Reading In this order 101 provides like "every Bill shall be read a First Time without motion made or enquiry put and shall be ordered to be read a second
Derivative action: In Nurcombe v Nurcombe Lawton L J stated that a derivative action is a procedural device for enabling the court to do justice to a company controlled by mis
QUESTION 1 Arbitration has proved itself to be a valuable scheme in alternative dispute resolution of conflicts. Discuss the advantages and disadvantages of Arbitration as a su
Condition for liquidation: The liquidation itself may render a charge over the company's assets void in any of the following circumstances: (a) the charge was not reg
Effect Of Rescission: Where a contract of allotment is rescinded, the former shareholder will be entitled to his money back (normally with interest) and to a refund of any exp
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