Corporations Act. Australia
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Название: Corporations Act

Автор: Australia

Издательство: Проспект

Жанр: Юриспруденция, право

Серия:

isbn: 9785392086429

isbn:

СКАЧАТЬ Buy‑back procedure — shareholder approval if the 10/12 limit exceeded

      Ordinary resolution required

      (1) If section 257B applies this section to a buy‑back, the terms of the buy‑back agreement must be approved before it is entered into by a resolution passed at a general meeting of the company, or the agreement must be conditional on such an approval.

      Information to accompany the notice of meeting

      (2) The company must include with the notice of the meeting a statement setting out all information known to the company that is material to the decision how to vote on the resolution. However, the company does not have to disclose information if it would be unreasonable to require the company to do so because the company had previously disclosed the information to its shareholders.

      Documents to be lodged with the ASIC

      (3) Before the notice of the meeting is sent to shareholders, the company must lodge with ASIC a copy of:

      (a) the notice of the meeting; and

      (b) any document relating to the buy‑back that will accompany the notice of the meeting sent to shareholders.

      257D Buy‑back procedure — special shareholder approval for selective buy‑back

      Selective buy‑back requires special or unanimous resolution

      (1) If section 257B applies this section to a buy‑back, the terms of the buy‑back agreement must be approved before it is entered into by either:

      (a) a special resolution passed at a general meeting of the company, with no votes being cast in favour of the resolution by any person whose shares are proposed to be bought back or by their associates; or

      (b) a resolution agreed to, at a general meeting, by all ordinary shareholders;

      or the agreement must be conditional on such an approval.

      Information to accompany the notice of meeting

      (2) The company must include with the notice of the meeting a statement setting out all information known to the company that is material to the decision how to vote on the resolution. However, the company does not have to disclose information if it would be unreasonable to require the company to do so because the company had previously disclosed the information to its shareholders.

      Documents to be lodged with the ASIC

      (3) Before the notice of the meeting is sent to shareholders, the company must lodge with ASIC a copy of:

      (a) the notice of the meeting; and

      (b) any document relating to the buy‑back that will accompany the notice of the meeting sent to shareholders.

      (4) ASIC may exempt a company from the operation of this section. The exemption:

      (a) must be in writing; and

      (b) must be granted before the buy‑back agreement is entered into; and

      (c) may be granted subject to conditions.

      257E Buy‑back procedure — lodgment of offer documents with ASIC

      If section 257B applies this section to a buy‑back, the company must lodge with ASIC, before the buy‑back agreement is entered into, a copy of:

      (a) a document setting out the terms of the offer; and

      (b) any document that is to accompany the offer.

      257F Notice of intended buy‑back

      (1) If section 257B applies this section to a buy‑back, the company must satisfy the lodgment requirement in subsection (2) at least 14 days before:

      (a) if the buy‑back agreement is conditional on the passing of a resolution under subsection 257C(1) or 257D(1) — the resolution is passed; or

      (b) if it is not — the agreement is entered into.

      (2) The company satisfies the lodgment requirement when it lodges with ASIC:

      (a) documents under subsection 257C(3) or 257D(3) or section 257E; or

      (b) a notice that the company intends to carry out the buy‑back.

      Note 1: A company that has to lodge documents under section 257C, 257D or 257E needs to lodge a notice under paragraph (2)(b) of this section only if it wants for some reason to enter into the agreement or pass the resolution less than 14 days after lodging the section 257C, 257D or 257E documents.

      Note 2: The company may specify a buy‑back under paragraph (2)(b) in any way. It may, for instance, choose to lodge a notice covering buy‑backs to be carried out:

      · under a particular scheme; or

      · as part of particular on‑market buy‑back activity.

      257G Buy‑back procedure — disclosure of relevant information when offer made

      If section 257B applies this section to a buy‑back, the company must include with the offer to buy back shares a statement setting out all information known to the company that is material to the decision whether to accept the offer.

      257H Acceptance of offer and transfer of shares to the company

      Effect of acceptance of the buy‑back offer on share rights

      (1) Once a company has entered into an agreement to buy back shares, all rights attaching to the shares are suspended. The suspension is lifted if the agreement is terminated.

      Shares transferred to the company and cancelled

      (2) A company must not dispose of shares it buys back. An agreement entered into in contravention of this subsection is void.

      (3) Immediately after the registration of the transfer to the company of the shares bought back, the shares are cancelled.

      Note: ASIC must be notified of the cancellation under section 254Y.

      257J Signposts to other relevant provisions

      The following table sets out other provisions of this Act that are relevant to buy‑backs.

      Other provisions relevant to buy‑backs

      provision

      comment

      1

      section 588G section 1317H

      liability of directors on insolvency

      The СКАЧАТЬ