Date Published: 1 September 2016
In the March 2016 edition of CNPupdate, we wrote some observations on this topic, which included a comment that once the company makes any amendment to the memorandum or articles of association [existing before the amendments to the Companies Act on 3 January 2016 that brought in the concept of the “constitution”] it will be required to file a complete set of regulations in the form of a single document as the constitution of the company.
We should have pointed out instead that a company may continue to make amendments to its pre-existing memorandum and articles in accordance with section 26 of the Act. The reason is that section 4(13)(a) of the Act states:
“With effect from the date of commencement of section 3 of the Companies (Amendment) Act 2014:
- the memorandum of association and the articles of association of a company that is in force for the company immediately before that date:
- shall collectively be deemed to constitute, and shall have effect as, that company’s constitution; and
- may be amended by the company from time to time in the same manner as the constitution of a company;”
Note section 26(2) of the Act requires lodging a copy of the “constitution as adopted or altered” with the resolution for the amendment (unless the Registrar dispenses with that requirement). This seems to suggest the entire memorandum and articles, as amended, should be lodged as the constitution in the event of an amendment to the memorandum or articles of association under section 26.
Disclaimer: This update is provided to you for general information and should not be relied upon as legal advice.
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Each M&A deal entails the confluence of multiple legal disciplines. That is why we take great care when assembling a team for each deal, ensuring that there is an optimal mix of specialisation in the clients’ identified areas of concern, such as tax, employment and intellectual property, and necessary industry-specific experience.
We provide support to our clients at every stage of the deal. We will be there at the beginning of the process, helping to facilitate the negotiations between the parties and advising on the structure of the transaction. Once the parties have reached a consensus, we meticulously prepare the necessary documentation. Recognising that M&A deals are often the first page of a new chapter for the parties involved, we also provide post-transaction support to ensure a smooth transition such as the preparation of shareholder agreements, employment agreements, and other relevant commercial documentation.
Every business involves an amalgam of various stakeholders, such as investors, shareholders and directors. Ideally, each of these stakeholders should have a common vision of what is best for the company. However, this is rarely the case when individual interests are factored into the equation.
Stakeholder conflicts (regarding issues such as breaches of fiduciary duties, derivative actions, shareholder oppression, management deadlocks, management compensation, dividend payments and buy-outs) can be a thorny issue and can leave a company crippled if not addressed promptly.
Given the diversity of interests at play, we appreciate that a multi-faceted approach is usually the most cost-efficient method of resolving stakeholder conflicts. Therefore, we provide clients with ready access to an integrated team of lawyers (combining the experience of our corporate, dispute resolution and employment law practices where applicable) who will effectively engage the relevant stakeholders in discussions on how best to resolve their differences amicably.
More often than not, clients are able to avoid costly protracted court proceedings and resolve stakeholder conflicts with discretion and expediency.
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