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CaseLaw

IN RE: CHESEBROUGH AND LEVER BROS (1988) CLR 1(a) (FHC)

Brief

  • Scheme of arrangement
  • S.197 Companies Act
  • Sanctioning of Scheme of arrangement

Facts

The Petitioners CHESEBROUGH PRODUCTS INDUSTRIES LIMITED AND LEVER BROTHERS (NIGERIA) LIMITED have by two separate applications brought pursuant to section 197 of the Companies Act,1968 sought the sanction of the court for a scheme of Arrangement involving the two Companies. Prior to these applications, the two petitioners had earlier been granted leave by the Court to convene and conduct separate meetings of their shareholders whose shares have been fully paid for the purpose of considering the scheme of Arrangement between the two companies individually. The meetings were held like the General Meetings of the two Companies and reports of the meetings were made to court by the two chairmen of the two companies.

In examining the reports, the court found that the scheme of arrangements of the 2nd petitioner LEVER BROTHERS (NIGERIA) LIMITED was duly approved between the company and the holders of its ordinary shares. The court however, found in respect of the 1st petitioner CHESEBROUGH PRODUCTS NIGERIA LIMITED conflicting evidence of the report of the voting pattern which were indicative of acts of impropriety in the approval process. The court consequently made an order that a meeting of the 1st petitioner shareholders be reconvened and the voting and approval process be reconducted in a more transparent manner.

Issues

  • Whether the Court has a discretion to exercise in sanctioning a scheme of...
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