- 3 Marks
Question
Distinguish between “Arrangement” and “Amalgamation” in Company Law. (3 marks)
Answer
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)
- Tags: Amalgamation, Arrangement, Companies Act, Company Law, Corporate Restructuring
- Level: Level 1
- Uploader: Dotse