tain a power" to amalgamate." See the case of the Imperial Bank of China, &c., v. Bank of Hindustan, &c., 6 Eq. 91. See also For's Case, 6 Ch. 176.

As the validity of the resolutions depends on the sufficiency of the Usual form of notices, it is a serious mistake not to render them sufficient beyond dis- notice. pute, and it is now usual to refer expressly to Section 161. See also supra, p. 501.

be more ex

Upon an amalgamation effected under Section 161 of the Act, it is Objects of no objection that the objects of the purchasing company are more exten- purchasing may sive than those of the selling company, Southall v. British Mutual Life tensive than Assurance Society, 11 Eq. 65; nor, indeed, that they are entirely those of selling com different. pany.

Any company capable of being registered under the Act of 1862 (see What comPart VII. of the Act) may effect a reconstruction or amalgamation panies canamalgamate under Section 161. It will register and immediately resolve on a volun- under section tary winding up and sale. Section 180 of the Act provides that such a 161. registration shall not be invalid by reason that it has taken place with a view to the company being wound up, and it has been decided that registration with a view to winding up and selling under Section 161 is not open to objection. Southall v. British Mutual Life Assurance Society, 11 Eq. 65.

company.

If it be desired that the purchasing company should assume the As to name of name of the selling company, or part of it, the agreement will provide amalgamated accordingly, and the change will be made, with the consent of the Board of Trade and of the liquidators, under Sections 13 and 20 respectively of the Act. This has been done in various cases, and may be effected in a few days.

An amalgamation with a foreign company may be effected under Sec- Amalgamation 161. See supra, p. 498.

An agreement for sale adopted by the liquidators pursuant to a direction of the company is valid. See supra, p. 498.

The agreement may provide for the allotment of the shares to the liquidators, or to the members directly. See supra, p. 498.

As to dissentients, see supra, p. 499 et seq.

As to their right of action for purchase-money, see supra, p. 500.
As to arbitration, see supra. p. 500.

As to the rights of dissentients being restricted by the articles, see

supra, p. 502.

tion with foreign com

pany.

Dissentients.

An agreement in a winding up to sell the assets in consideration of Clinch v. shares, coupled with a provision that if the realised value should not Financial Corporation. amount to a fixed sum, the deficiency should be made good by a call Invalid agreeon the members of the selling company, is not such a sale as can be ment. made under Section 161. Even if the call was to be made on the assenting members only, it is considered that such a sale would be invalid. "It is sufficient to say that, in my opinion, the liquidators of a company would have no right to place a shareholder of a company in this position, that he must either dissent altogether from the

Premium for shares.

Sale for partly

valid.

arrangement, and be subject to have his share taken from him at a valuation, or else come in under the arrangement, and thus be forced to subject himself to the liability of guaranteeing the sufficiency of the assets." Per Lord Cairns, L. C., Clinch v. Financial Corporation, 4 Ch. 120. Form 212, supra. The property to be sold under Section 161 is the assets of the company, exclusive of its uncalled capital (if any). S. C.

Upon a sale under Section 161 the members of the selling company cannot be called on to pay a premium for the allotment to them of the shares in the purchasing company. Imperial Bank of China, &c., v. Bank of Hindustan, China, and Japan, 6 Eq. 91; 1 Ch. 339.

But a sale may be made in consideration of shares which are to be paid-up shares deemed only in part paid up. In re City and County Investment Co., 13 C. Div. 475; Imperial Mercantile Credit Association, 12 Eq. 504; Hester & Co., 44 L. J. Ch. 757; or in consideration of deferred or preference shares.

Amalgama.

tion of life

assurance

companies.

As to altering articles of association with a view to deprive dissentients of their rights under Section 161, see supra, p. 502.

As to validity of sale to a trustee for the new company, see supra, p. 498.

As to necessity and mode of securing payment of dissentients, see supra, p. 501.

As to the amalgamation and transfer of the business of life assurance companies, see the Life Assurance Companies Act, 1870 (33 & 34 Vict. c. 61), ss. 14, 15; Buckley, 548. Under the Act last mentioned, the sanction of the court must be obtained to any transfer or amalgamation. See further, supra, p. 290.

AMALGAMATION. .

AGREEMENT with a view to an AMALGAMATION with an existing

Company.

In the following case company A. and company B. C. are desirous of amalgamating the directors of the latter have full power to acquire the assets of the former, and there is a sufficient number of unissued shares in the B. company for the purposes of the agreement.

Form 625.

Agreement with a view to

amalgamation.

between N., of Parties.

on behalf of the A. Company, Limited, (hereinafter called the A. Company) of the one part, and the B. C. Company, Limited (hereinafter called the B. Company) of the other part. WHEREAS (recite Recitals. incorporation of A. Company: capital 40,0001. in 201. shares, with 101. paid up; all the shares issued and fully paid up): AND WHEREAS the B. Company was incorporated in the year under the Companies Acts, 1862 and 1867: AND WHEREAS the nominal capital of the B. Company is 60,0007., divided into 6,000 shares of 107. each, whereof 3,000 and no more have been issued and now stand credited in the books of the B. Company as having been fully paid up: AND WHEREAS it is intended to procure the A. Company to pass special resolutions for a voluntary winding up, appointing liquidators, and directing them to adopt and carry into effect this agreement:

NOW IT IS HEREBY AGREED as follows:

1. This agreement is conditional on the adoption hereof before the Condition. day of next, by the liquidators of the A. Company, with the

sanction of a special resolution of that company.

2. The A. Company shall sell and the B. Company shall purchase all Sale.

and singular [supra, p. 503, cl. 1.]

3. As a part of the consideration for the said sale the B. company Part conshall pay, satisfy, and discharge all the debts, liabilities, and engage- sideration. ments of the A. Company now or at the time of such adoption as afore

said binding on it, and shall at all times keep the A. Company, &c. [supra, p. 504, cl. 2.]

4. As a further part [supra, p. 504, cl. 3.]

Form 625. 5. As a further part of the consideration for the said sale the B. ComCompensation pany shall, within three months from the adoption hereof by the liquidators of the old company with such sanction as aforesaid pay to the sum of 1., to the sum of - -l., and to

to officers of A. Company.

Allotment of shares.

When sale to take effect.

Completion.

Power to rescind.

Discharge of

N.

and the sums ofl. apiece, such sums to be accepted by the said persons in full discharge of all claims by them respectively upon the A. Company for loss of office occasioned by the winding up thereof.

6. As the residue of the consideration for the said sale the B. Company shall allot to or to the nominee or nominees of every member of the A. Company who shall require the B. Company so to do, one of its 201. shares, with the sum of 107. credited as paid up thereon in respect of every 207, share in the A. company held by him.

7. If the liquidators [supra, p. 505, cl. 5.]

8. The B. Company shall accept [supra, p. 505, cl. 6.]

9. The sale agreed to be hereby made shall take effect as from the date hereof, and until the completion thereof, the A. Company shall stand possessed of the property agreed to be hereby sold, and shall carry on its business in trust for the B. Company.

10. The A. Company and its liquidators shall as soon as conveniently may be after the adoption hereof by the said liquidators in manner aforesaid (but without prejudice to clause 11 hereof) execute [supra, p. 505, cl. 7.]

11. Provided always [supra, p. 505, cl. 8]. 12. If this agreement shall not before the day of next be adopted by the liquidators of the A. Companý with the sanction of a special resolution of that company, either of the parties hereto may, upon giving one week's notice in writing to the other, rescind the same.

13. When and so soon as this agreement shall have become binding on the A. Company and the liquidators thereof, the said N. shall be discharged from all liability in respect thereof. [See supra, p. 3.] 14. Notwithstanding anything [supra, p. 505, cl. 9.]

15. These presents [supra, p. 506, cl. 10.]

IN WITNESS, &c.

In incorporating the clauses above referred to, they must be modified by substituting "A." and " B." for the words "old" and "new "where necessary.

The resolutions to be passed by the A. company may be as follows :—

Form 626. 1. That it is expedient to effect an amalgamation of this company Resolution for with the B. C. Company Limited, and that with a view thereto this amalgamation. company be wound up voluntarily, and that and be and they are hereby appointed liquidators for the purpose of such winding up.

2. That the conditional agreement submitted to this meeting be and the same is hereby approved, and that the liquidators be and they are hereby authorised to adopt the said agreement and carry the same into effect.

AGREEMENT by LIQUIDATORS with a view to AMALGAMATION with Form 627. an existing Company.

The following is another mode in which such an amalgamation as that above (p. 521) contemplated may be carried into effect. See further, supra, p. 516, et seq.

between

Agreement for an amalgimation.

AN AGREEMENT made the day of and Parties. -, the liquidators of the A. Company Limited (hereinafter called the A. Company) of the first part, the A. Company of the second part, and the B. C. Company Limited (hereinafter called the B. Company) of the

third part.

WHEREAS, &c.

AND WHEREAS, &c. J

same as first two recitals, supra, p. 521.

AND WHEREAS by special resolution of the A. Company, passed and confirmed at general meetings thereof, held respectively on the day of and day of it was resolved that the old company be wound up voluntarily, and that the said and be and they were thereby appointed liquidators for the purposes of such winding up, and it was resolved that the draft agreement in the said resolution mentioned, being the draft of these presents, be and the same was thereby approved, and that the said liquidators be and they were thereby authorised to enter into an agreement with the B. C. Company in the terms of the said draft, and to carry the same into effect: Now IT IS HEREBY AGREED as follows:

Recitals.

1. The A. Company and its liquidators shall sell, and the B. C. Com- Agreement pany shall purchase. [Supra, p. 521.]

2. As a part.

3. As a further part.}

[Supra, p. 521, Clauses 3 and 4, mutatis mu-
tandis.]

4. As a further part. [Supra, p. 522, Clause 5, mutatis mutandis.]

5. As the residue

6. If the liquidators

} [Supra, p. 522, mutatis mutandis.]

7. The B. C. Company shall accept [supra, p. 522, mutatis mutandis.] 8. The A. Company Supra, p. 522, Clauses 10 and 11, mutatis mu9. Provided always

tandis.]

10. These presents. [Supra, p. 506.]

and

have hereunto set their

IN WITNESS whereof the said hands, and the respective common seals of the said companies parties hereto, have been hereunto affixed the day and year first above written.

for sale.

1. That it is expedient to effect an amalgamation of this company Form 628. with the A. Company Limited, and with the B. Company Limited.

Resolution for

2. That the following draft agreements, submitted to this meeting, the amalganamely :

tion of two companies

(a.) A draft agreement dated, &c., and expressed to be made between with a third. N. on behalf of the A. Company Limited, of the one part, and this company of the other part;