Ireland · Schemes of arrangement, mergers and divisions
Schemes of arrangement, information to members and creditors, and the buy-out of dissenting shareholders
the Companies Act 2014 · sections 452, 454, 455, 457 and 459
Where the problem is
A scheme lives or dies on the information given before the vote. Sections 452 and 455 set what must be put before members and creditors, and the accuracy of that material is the company's responsibility, not the court's. Where provision of the kind set out in section 455(2) is made by a scheme order, every company in relation to which the order is made, other than the company whose compromise it is, carries the duty section 455(4) imposes.
The squeeze-out mechanism is time limited. The conditions for acquiring the shares of a dissenting shareholder include that the offeror act at a time before the expiry of the period of 6 months after the date section 457(4)(a) identifies. Where the scheme, contract or offer allows an assenting shareholder to elect between two or more sets of terms, section 457(5)(a) governs how that election affects the dissenting shareholder. Save where a call notice has already been given, the offeror must act within 30 days after the date on which the scheme, contract or offer becomes binding (section 457(6)).
What the Companies Act 2014 requires
Sections 452, 454 and 455 govern the scheme of arrangement: the explanatory material, the court's order and the consequences of the order for other companies caught by it. Where a scheme order is made, the company must deliver a copy to the Registrar within 21 days after the date on which the order is made, and the order takes effect as section 454(1) provides.
Sections 457 and 459 govern the acquisition of the shares of a dissenting shareholder following an approved scheme, contract or offer, the call notice, the dissenting shareholder's right to apply to court and the price payable. The mechanism transfers shares compulsorily, so the section's conditions are read strictly.
The tool that solves it
Files 69 and 70 of the IE-COMPANY package cover this situation. File 69 works through the information given to members and creditors and the delivery of the scheme order to the Registrar. File 70 works through the buy-out of dissenting shareholders: the terms of the offer, the level of acceptances, the call notices given, the dates on which each step happened and the treatment of any election between sets of terms.
This situation is covered by these files from the pack IE-COMPANY
- File 69 · Schemes of arrangement: information to members and creditors
- File 70 · Acquisitions: the buy-out of dissenting shareholders
Files for this situation
Free · this situation only
The working files named above cover this situation. You take them from your free ComplianceSME account when this situation arises, and you come back to the site for the next situation.
You take the starter pack first: PRINT_ME_FIRST.pdf, the training file T_TRAIN, the four volumes of the reference file T_HELP, and File 1, which builds the ENTITY_PASSPORT.md that the other files require. The situations open in your account once you have taken the starter pack.
Take the files for this situationThe free system
Free · with a free account
The ComplianceSME system for the Companies Act 2014 is free. It needs a free ComplianceSME account and runs inside your own Claude account. It holds 215 working files, the training file, the reference file in four volumes, the regulation analysis, the final review with the gap analysis, and the report assembly. You take the starter pack first, and after that the files for one situation at a time, as each situation arises.
The starter pack holds PRINT_ME_FIRST.pdf, the training file T_TRAIN, the four volumes of the reference file T_HELP, and File 1, which builds the ENTITY_PASSPORT.md that every other working file requires. Print PRINT_ME_FIRST.pdf and read it before any other file.
The system runs in your own Claude account. Upload the files, type START, and the system asks you one question at a time until it has built your documentation, citing the section at every point.
Take the starter packComplianceSME tracks the Companies Act 2014 and issues update files through the membership, so that you are never working from a superseded version. Membership