Form of Agenda for Committee Meeting MEETING OF COMMITTEE held on (date), within (place of meeting). Present (names of all present, if a Committee or Board meeting. permanent officials are also given, their names coming last in the Sederunt). BUSINESS. The 1. Minutes of last Meeting. (The Chairman should note opposite this item, "Approved," or "Amended in respect of (subject of amendment) and thereafter approved." In important meetings the mover and seconder to approve should also be given.) 2. Financial Statement, or Weekly or Monthly Report. (In any financial or trading company or association, this item brings the Committee into intimate knowledge of the present position and future prospects of the concern. The Cash and Bank balances should be given separately, and the outstanding liabilities for cash advances or the like presently exigible should be shown. The Manager's Report in a trading concern should give the daily or weekly Sales, and compare them with the corresponding period of previous years. In general, it is under this head that items connected with the financing and internal economy of the business should be introduced.) 3. Bad Debts or other sums receivable in Arrear. (The Manager would lay the whole circumstances of the various cases before the Meeting, and his instructions on each one would be noted on the Agenda by the Chairman. If the items reported on are numerous, they are detailed in a separate statement on which the instructions are noted, and the Statement is initialed and referred to in the Agenda.) (The other items of business would follow in order of importance. The last item is commonly "Any other competent business," which admits of sundry questions being informally discussed for the information of those present, and of notices of motion for a future meeting being received.) See also COMPANIES MEETINGS (Form 4). Amalgamations The AMALGAMATIONS or combinations, as presently known, consist of two main classes—namely, the absorption of one or more undertakings by another concern, and the combination, on an equal basis, of existing concerns, resulting in the formation of a new company or firm. latter class of combination is an amalgamation, properly so called, and the combining concerns may be private firms or public companies. Private firms have perfect freedom of action in such a connection, but public companies are hampered by the limitations of their articles of association. 1. AMALGAMATION BY ONE COMPANY ACQUIRING THE WHOLE To take first the case of one company absorbing another company by purchasing its whole undertaking: The basis of the transaction would be the agreement between the contracting companies, and such agreement would stipulate, inter alia, the assets to be acquired by the purchasers; the extent of the rights of the purchasers to the vendors' current contracts, and to access to the vendors' books, &c.; the price payable, and the manner and date of payment, and, if payable wholly or partly in shares of the purchasing company, the ranking of these shares; the obligations of the contracting parties as regards the vendor company's liabilities at the date of the amalgamation; the representation, if any, of the vendor company on the purchasing company's board; and provision for the lapsing of the agreement failing its approval by the shareholders of either the purchasing or the selling company at the special general meeting convened for the purpose. It is necessary to see (1) That the vending company has power in its articles to sell its undertaking (see Cotton (1892), 3 Ch. D. 454; New Zealand, &c., Company (1894), 1 Q.B. 622; Borax Company (1901), 1 Ch. D. 326), and (2) that the purchasing company has power to acquire it. If the company whose business is to be absorbed has not the requisite power to sell, the amalgamation can be carried through by that company going into voluntary liquidation, and then proceeding under sec. 161 of the Companies Act, 1862. In any case, it must go into liquidation with a view to the distribution of the price among its shareholders. The shareholders of the purchasing company must be convened in extraordinary general meeting to pass the necessary resolutions carrying the agreement into effect, and to amend the articles in so far as that may be required by the altered constitution of the concern. The notice might be in the following form: Form 1, Formal Notice to Shareholders of Purchasing Company ТНЕ А. В. СOMPANY, LIMITED Notice is hereby given that an Extraordinary General Meeting of the A. B. Company, Limited, will be held within the Registered Office of the Company, to consider, and, if approved, to pass the following Resolutions, which will afterwards be submitted for confirmation as Special Resolutions (see Companies Act, 1862, sec. 51) to a Second Extraordinary General Meeting of the Company to be duly convened, viz. :— 1. That an Extraordinary bonus or dividend of 50s. per share be paid to the members holding Ordinary Shares numbered 1 to 24,000, payable to those who may be registered as holders of such shares on the 11th day of November, 19 2. That the Capital of the Company be increased (if the Company is not by its regulations empowered to increase its Capital, it will first require to take the power by Special Resolution-Act of 1862, sec. 12) by the sum of £287,500, by the creation of (1) 16,000 new shares of £10 each, to be called Preference Shares, which Shares shall confer on the holders thereof the like rights as are conferred upon the holders of the existing Preference Shares, and shall rank for dividend as from the 30th day of June, 19 as if the same had been fully paid up on that date; and (2), 15,000 new Shares of £8, 10s. each, to be called Ordinary Shares, and to confer on the holders thereof the like rights as are conferred upon the holders of the existing Ordinary Shares, in proportion to the amount paid up thereon, and to rank for dividend as from the 30th day of June, 19 as if the same had been fully paid up on that date, excepting that the holders thereof shall not be entitled to participate in the extraordinary bonus or dividend mentioned in the foregoing Resolution. 3. That the Agreement dated 10th October, 19 and now submitted to this meeting, entered into between this Company, of the first part, and the C. D. Company, Limited, incorporated under the Companies Acts, 1862 to 1900, of the second part, relating to the transference of the business, property, and undertaking of the C. D. Company, Limited, aforesaid, to this Company, in exchange for shares of this Company, is hereby approved and confirmed. 4. That the Board of this Company may make such modifications in the terms of the said Agreement, and do all such things as they may find convenient or necessary for carrying the same into effect. 5. That the Board are authorised to issue 10,000 of the said new Shares to be called Preference Shares, and the said 15,000 new Shares to be called Ordinary Shares, in satisfaction of the price payable to the C. D. Company, Limited, aforesaid, in accordance with the said Agreement. 6. That the Board are authorised to allot and issue to the members holding the said Ordinary Shares numbered 1 to 24,000, as at the 11th day of November, 19 at the par price of £10 per share, out of the 6000 new Shares to be called Preference Shares, that will remain after issuing the said 10,000 Shares to the C. D. Company, Limited, aforesaid, one new Preference Share in respect of each complete four Ordinary Shares held by each such member, and that subject to the acceptance thereof and the payment of the whole sum of £10 per share in respect of each such share within a period (not exceeding fourteen days from the date of allotment) to be fixed by the Board; and in so far as any part of such 6000 Shares may not be allotted, or if allotted, may not be accepted and paid for by the allottees within the period. fixed as aforesaid, the Board are authorised to dispose of such Shares to such members of the Company as they see fit, at any price not being less than par. 7. That Article 78 of the Articles of Association be amended so that it shall read X "78. The number of Directors shall not be less than six nor more (Resolutions would be inserted here making any other necessary 8. That the Board are empowered to appoint three gentlemen, being at present members of the Board of Directors of the C. D. Company, Limited, to be Directors of this Company; that one of the Directors so appointed shall retire at the close of the Ordinary General Meeting in 19 another at the close of the Ordinary General Meeting in 19 and the third at the close of the Ordinary General Meeting in 19 ; and, unless otherwise agreed by these three gentlemen, the order of their retirement shall be determined by ballot. By Order, Secretary. Registered Office. The shareholders of the selling company would also receive notice of the extraordinary general meeting to pass the necessary resolutions giving effect to the agreement, and such notice might be in the following terms: Form 2, Formal Notice to Shareholders of Selling Company THE C. D. COMPANY, LIMITED Notice is hereby given that an Extraordinary General Meeting of the C. D. Company, Limited, will be held within (place, date, and hour), to consider, and, if approved, to pass the following Resolutions, which will afterwards be submitted for confirmation as Special Resolutions to a Second Extraordinary General Meeting of the Company to be duly convened, viz. :— 1. That the Agreement, dated 10th October, 19 and now submitted to this Meeting, entered into between the A. B. Company, Limited, incorporated under the Companies Acts, 1862 to 1900, of the first part, and this Company of the second part, relating to the transference of the business, property, and undertaking of this Company to the A. B. Company, Limited, in exchange for Shares of the A. B. Company, Limited, is hereby approved and confirmed. 2. That, in order to the carrying out of this said Agreement, this Company is hereby required to be wound up voluntarily. 3. That this Company be wound up voluntarily. 4. That E. F. (designation), and G. H. (designation), be, and they are hereby appointed Liquidators of this Company, for the purpose of winding up the affairs and distributing the Assets thereof, and that each of them may act separately and exercise every power which, by the Companies Act, 1862, and the Acts amending and extending the same, is conferred upon Liquidators. 5. That the Liquidators may make such modifications in the terms of the Agreement mentioned in Resolution 1 as they may deem expedient, and do all such things as they may find convenient or necessary for carrying the said Agreement into effect. 6. That the Liquidators may and shall receive the Preference and Ordinary Shares in the A. B. Company, Limited, to be allotted in terms of the Agreement mentioned in Resolution 1, and may and shall distribute the same among the Members of this Company as follows, namely::They shall distribute the 10,000 Preference Shares in the A. B. Company, Limited, of £10 each, among the several Shareholders holding the 10,000 Preference Shares of £10 each in this Company, so that each holder of Preference Shares in this Company shall receive one Preference Share of £10 fully paid up in the A. B. Company, Limited, for each Preference Share held by him in this Company, and they shall distribute the 15,000 Ordinary Shares in the A. B. Company, Limited, of £8, 10s. each (fully paid) among the several Shareholders holding the 15,000 Ordinary Shares of £10 each (£8, 10s. paid up) in this Company, so that each holder of Ordinary Shares in this Company shall receive one Ordinary Share of £8, 10s. fully paid up in the A. B. Company, Limited, for each Ordinary Share held by him in this Company. Registered Office. By Order, Secretary. 2. AMALGAMATION OF TWO OR MORE COMPANIES OR FIRMS ON AN EQUAL BASIS This form of combination is also carried through according to an agreement entered into between the parties, and such agreement should stipulate the assets to be taken over from the various parties to the agreement, and the mode of valuation of these assets; the manner and time of payment of the price, and if payable wholly or partly in shares, the rights and privileges attached to these shares; the obligations of the several parties for the liabilities of the amalgamated concerns at the date of the combination; and the place proposed to be assigned to representatives of the various concerns in the management of the combined businesses. It will in ordinary circumstances be necessary to have an investigation of the affairs of the parties to such an agreement to amalgamate carried out by an accountant, as it is essential that the concerns to be combined be put upon strict equality. The investigation will follow lines similar to that conducted with the view of flotation, the same considerations entering into the matters to be examined. After each business has been made the subject of enquiry the results must be collated and the interest of the individual parties in the combination determined. For publication in the prospectus of the company to be formed to take over the amalgamated businesses, the accountant's certificate will bear only upon the profit-earning capacity of the undertakings to be acquired, and such certificate may be in some such form as follows: Form 3, Form of Certificate of Profits for Prospectus of Company to acquire Amalgamated Businesses We have examined the books and accounts of the three firms whose businesses it is proposed to amalgamate, namely Messrs. A. & B., London, Messrs. C. & D., Liverpool, and Messrs. E. & F., Glasgow, for the past five years, and we find that the aggregate profits earned over that period have amounted to £100,000, showing an annual average of £20,000. Such profit has been arrived at before charging interest on capital or borrowed money, or salaries to partners for management, but after charging depreciation on the wasting assets; and we have to certify accordingly. Accountants. Form 4, Alternative Form of Certificate of Profits We have examined the books of the ten vendor companies and firms for the last three completed years of each business, and we certify that before charging |