CLAW2201 notes Essay

Whether all the shareholders must consent to the election of S status, under section 1362(a)(2)?

Can the company do this? Advise the company what it must do before issuing the new class of shares. You do not need to consider Chapter 6D of the Act or directors ' duties.

(a) The Court of Chancery, upon application of any stockholder, may appoint 1 or more persons to be custodians, and, if the corporation is insolvent, to be receivers, of and for any corporation when:

Item 5.|  |MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES|  | |20|  |

7. The certificate of registration issued by the Australian Securities and Investments Commission is valid:

Bob and Carl transferred property to Stone Corporation in exchange for 90% and 10%, respectively, of Stone stock. Bob then sells half of his Stone stock to Carl, pursuant to a binding agreement between the two of them. We have been asked whether or not this transfer of property for Stone meets the Sec. 351 control requirement for non-recognition treatment.

Disclosure is information regarding an activity of financial records that creditors, investors, and humans should know what when on in the company or organization regarding the finances increase or decrease. This includes strikes in the company, major fire, theft, a bad product, or a product that is at a high-demand regarding the time of year.

In this case, the issued shares are not mandatorily redeemable, they are conditionally redeemable. Therefore, this provision is not applicable.

17. If common stock is issued for an amount greater than par value, the excess should be credited to

You have requested information in regards to the disclosure requirements related to your capital structure. You specifically stated that you are wanting to be extremely clear with your current shareholders about the issuance of participating preferred stock. You are wanting to encourage your current stockholders to purchase these new participating preferred stock so as not to have ownership diluted. To help encourage your current stockholders you are offering an extra dividend if the company does well.

c. Pay calls, assessments, and other sums chargeable or accruing against the securities, and sell or exercise stock subscription or conversion rights; and

The Takeover Code also restricts the corporate actions of target companies during the offer period, such as transferring assets or entering into material contracts and prohibiting issue of any authorized but unissued securities during the offer period . Furthermore, the shareholder rights plan sanctions the target companies to issue shares at a discount and warrants which convert to shares at a discount, even without shareholder approval, which is illegal in the Indian context unlike the U.S. where companies are permitted to do so. The DIP Guidelines require the minimum issue price to be determined with reference to the market price of the shares on the date of issue or upon the date of exercise of the option against the warrants. Such issue must also be approved by shareholders. Without the ability to allow its shareholders to purchase discounted shares/options against warrants, an Indian company would not be in a position to dilute the stake of the hostile acquirer and also seeking shareholder approval in the event of a takeover attempt is a very time-consuming process, thereby making impossible poison pills to operate within the existing Indian legal framework. Apart from this, in the event of a takeover bid, all the directors of the target company may be removed in a single shareholders meeting, as permitted under the Companies Act, 1956, thus making futile the Staggered Board defence available to foreign companies.

Legal and administrative prerequisites are much lower for such financing. Since, securities exchange power is not included in the exchange, taking an interest organizations can proceed with the arrangement with insignificant mediation from outside sources.

an offer to selected “wholesale investors” (as defined in the FMCA) and “close business associates” or “relatives” (as defined in the FMCA).

Scot Phillips (2014), for he Technical Issues Committee (TIC) of the AICPA underlines that paragraph D10 of the ED in not clear. Even though the ED acknowledges that not all disclosures would be beneficial the same way to contributors and investors, lenders and other creditors; it provides no clear explanation as what to expect as disclosure requirement from the Board if ever an information is appropriate to one group over another. Each actor manifest different information needs, the proposed ED is unclear and will create excessive problem in the future among the different participants.