Distinguish between “Arrangement” and “Amalgamation” in Company Law. (3 marks)

Arrangement includes a re-organization of the authorized shares of a company by:

  • Consolidation of shares of different classes;
  • Division of shares into shares of different classes; or
  • Combination of the methods referred to in paragraphs (a) and (b).

Arrangement may involve:

  • Simple arrangements;
  • Arrangement by sale of undertaking for securities to be distributed; or
  • Arrangement with the sanction of the court.

Amalgamation:

Amalgamation, commonly known as a merger, refers to:

  • Absorption: This is where the undertaking, property, and liabilities of one or more companies, including the company in respect of which a scheme is proposed, are transferred to another existing company; or
  • Formation of a New Company: This is where the undertaking, property, and liabilities of two or more companies, including the company in respect of which the scheme is proposed, are transferred to a new company. The consideration for the transfer is typically shares in the transferee company receivable by a member of the transferor company, with or without any cash payment to that member.

(1.5 marks each = 3 marks)