Question

In: Accounting

The company ABC Inc. has been created under CBCA, on April 24th 2000 and is having...

The company ABC Inc. has been created under CBCA, on April 24th 2000 and is having its head office in Toronto, Ontario.

This company operates a business of production of electronic devices and is having a BOD composed of 4 directors. Also, this company is having 5 shareholders, as follows:

- Shareholder A- detaining 20 shares containing the right to vote

- Shareholder B- detaining 15 shares containing the right to receive dividends

- Shareholder C- detaining 40 shares containing the right to vote and 10 shares containing the right to receive dividends

- Shareholder D- detaining 15 shares containing the right to vote and 30 shares containing the right to receive the remaining property in case of dissolution of the company

- Shareholder E- detaining 25 shares containing the right to vote

The company will be dissolved and therefore a meeting of the shareholders has been called.

Answer to the following questions:
1. Indicate which are the shareholders having the right to decide the dissolution of the company. Explain why (minimum 2 sentences).
2. By their votes, shareholders A, B, C approved the dissolution and they appointed one of directors to sign the articles of dissolution.
Shareholders D and E are against the dissolution and they are pretending that the decision of shareholders A, B, C is not respecting the legal requirements regarding the minimum number of votes necessary for the dissolution.
In this situation, indicate if the decision of shareholders A, B, C is legal and explain why (minimum 2 sentences).

Solutions

Expert Solution

1.

Shareholders who hold shares with a right to vote , can vote in the meeting to decide on the dissolution.

Shareholders A, C, D , E have the share with a right to vote. and that is why they are allowed to vote and decide in the meeting on matter of dissolution of company.

Shareholder B have shares with right to receive dividend only .thus he is not allowed to vote and decide.

2.

A, B and C decide for dissolution. Although B do not have right to vote or decide on the matter , still the decision of dissolution is legally valid even if D and E are against the decision,

Reason:

A and C together hold 60 % of total voting rights i.e. ( 20 + 40 ) out of total 100 shares of right to vote, which is more than 50 % votes. thus majority of votes are in favour of decision of dissolution.

where as D and E together hold only 40% of total voting rights ( 15 + 25 ) out of total 100 shares of right to vote , which is only 40% votes against the decision of dissolution.

Thus Decision of dissolution is legal.

Finish.


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