Company law question
Discussion
I'm interested in opinions on an element of company law, relating to voting for a written resolution.
A company wants to change an element of its rules (due to CV-19) so has a vote of its shareholders.
(all equal shareholders with same number of shares/votes)
The company ask are you; for or against this resolution? i.e. they want a Yes/For or No/Against answer.
They ask for votes to be cast in a timely manner and plan to announce a decision after 5.00pm on Friday, rather than wait for 28 days.
The votes are cast electronically via email, to a provided email address.
One shareholder who votes Against(No) and intimates this to other shareholders, hears after the 5.00pm deadline, that their vote hasn't been received. The resolution fails. In the next hours it transpires that the missing vote was caught in a spam filter, during the same time the shareholder intimates that their initial vote should be dismissed and they are changing their vote to a Yes (possibly due to pressure from other shareholders)
In the next days it is announced that the resolution passes due to the 'changed' vote.
Now to the main nub of my question. The Companies Act states that a vote for a resolution can't be changed after the vote is cast. It also implies that votes are asked for a resolution not for and against.
Should the No vote as first cast stand, or can you change a No to a Yes?
Has the company made an error in asking for votes For and Against a resolution?
Thanks
A company wants to change an element of its rules (due to CV-19) so has a vote of its shareholders.
(all equal shareholders with same number of shares/votes)
The company ask are you; for or against this resolution? i.e. they want a Yes/For or No/Against answer.
They ask for votes to be cast in a timely manner and plan to announce a decision after 5.00pm on Friday, rather than wait for 28 days.
The votes are cast electronically via email, to a provided email address.
One shareholder who votes Against(No) and intimates this to other shareholders, hears after the 5.00pm deadline, that their vote hasn't been received. The resolution fails. In the next hours it transpires that the missing vote was caught in a spam filter, during the same time the shareholder intimates that their initial vote should be dismissed and they are changing their vote to a Yes (possibly due to pressure from other shareholders)
In the next days it is announced that the resolution passes due to the 'changed' vote.
Now to the main nub of my question. The Companies Act states that a vote for a resolution can't be changed after the vote is cast. It also implies that votes are asked for a resolution not for and against.
Should the No vote as first cast stand, or can you change a No to a Yes?
Has the company made an error in asking for votes For and Against a resolution?
Thanks
I think this would be determined by the Mem&Arts rather than Companies Act.
The spamfilter vote would be counted as an abstention. The resolution should fail. However there is nothing to stop the Shareholders putting forward the same resolution again at some point and re-voting.
The Company Secretary is the person to ask.
The spamfilter vote would be counted as an abstention. The resolution should fail. However there is nothing to stop the Shareholders putting forward the same resolution again at some point and re-voting.
The Company Secretary is the person to ask.
The Art's etc are in line with Companies act, in that they mention voting for a resolution, and not being able to withdraw a yes vote.
It was my assumption that a companies Articles couldn't trump The Act. The Act being the starting point for all Art's and being the basic standard all companies have to comply with.
It's gone way past asking the Co secretary anything other than, "what's your lawyers phone number?"
My opinion, for what it's worth, is that the vote is considered cast when the email is sent. Whether it is lost in a spam filter or not, it was sent in time to be counted in the result.
By asking for votes For and Against the company have either gone against their own rules and Co Act, or have done so with the understanding that you vote what you vote and can't just go about changing it, even if pressured by another shareholder.
The passing of the resolution will cause financial harm to a minority of the shareholders and clearly benefit some shareholders.
Part of their Articles state that all resolutions etc must be for the good of all shareholders.
I can't imagine a Resolution being binding on a Company for ever and ever, so there must be a process which allows the same resolution to be put forward and voted on again.
I get the impression that you're wanting the ORIGINAL result to be applied (even though subsequently a majority of the shareholders would vote against). I can see where you're coming from but if there is a process which allows resolutions to be re-submitted surely you're just putting off the inevitable?
In relation to ALL resolutions benefiting ALL shareholders I don't think that's a requirement of either the CA or included in the M&A because it would be quite difficult to achieve in practice.
I get the impression that you're wanting the ORIGINAL result to be applied (even though subsequently a majority of the shareholders would vote against). I can see where you're coming from but if there is a process which allows resolutions to be re-submitted surely you're just putting off the inevitable?
In relation to ALL resolutions benefiting ALL shareholders I don't think that's a requirement of either the CA or included in the M&A because it would be quite difficult to achieve in practice.
Is the shareholder whose vote went astray based in Dundee?
For those wondering, my guess is this is the situation being referred to.
OP if I am wrong then apologies!
https://www.skysports.com/football/news/11781/1197...
https://www.todayfm.com/sport/no-wrongdoing-spfl-v...
https://www.edinburghnews.scotsman.com/sport/footb...
https://www.edinburghnews.scotsman.com/sport/footb...
https://www.bbc.co.uk/sport/football/53180650
For those wondering, my guess is this is the situation being referred to.
OP if I am wrong then apologies!
https://www.skysports.com/football/news/11781/1197...
https://www.todayfm.com/sport/no-wrongdoing-spfl-v...
https://www.edinburghnews.scotsman.com/sport/footb...
https://www.edinburghnews.scotsman.com/sport/footb...
https://www.bbc.co.uk/sport/football/53180650
JM said:
I'm interested in opinions on an element of company law, relating to voting for a written resolution.
A company wants to change an element of its rules (due to CV-19) so has a vote of its shareholders.
(all equal shareholders with same number of shares/votes)
The company ask are you; for or against this resolution? i.e. they want a Yes/For or No/Against answer.
They ask for votes to be cast in a timely manner and plan to announce a decision after 5.00pm on Friday, rather than wait for 28 days.
The votes are cast electronically via email, to a provided email address.
One shareholder who votes Against(No) and intimates this to other shareholders, hears after the 5.00pm deadline, that their vote hasn't been received. The resolution fails. In the next hours it transpires that the missing vote was caught in a spam filter, during the same time the shareholder intimates that their initial vote should be dismissed and they are changing their vote to a Yes (possibly due to pressure from other shareholders)
In the next days it is announced that the resolution passes due to the 'changed' vote.
Now to the main nub of my question. The Companies Act states that a vote for a resolution can't be changed after the vote is cast. It also implies that votes are asked for a resolution not for and against.
Should the No vote as first cast stand, or can you change a No to a Yes?
Has the company made an error in asking for votes For and Against a resolution?
Thanks
If you manage to get promoted next season AND win your looming court case, does that mean you can go straight up to the SPL?A company wants to change an element of its rules (due to CV-19) so has a vote of its shareholders.
(all equal shareholders with same number of shares/votes)
The company ask are you; for or against this resolution? i.e. they want a Yes/For or No/Against answer.
They ask for votes to be cast in a timely manner and plan to announce a decision after 5.00pm on Friday, rather than wait for 28 days.
The votes are cast electronically via email, to a provided email address.
One shareholder who votes Against(No) and intimates this to other shareholders, hears after the 5.00pm deadline, that their vote hasn't been received. The resolution fails. In the next hours it transpires that the missing vote was caught in a spam filter, during the same time the shareholder intimates that their initial vote should be dismissed and they are changing their vote to a Yes (possibly due to pressure from other shareholders)
In the next days it is announced that the resolution passes due to the 'changed' vote.
Now to the main nub of my question. The Companies Act states that a vote for a resolution can't be changed after the vote is cast. It also implies that votes are asked for a resolution not for and against.
Should the No vote as first cast stand, or can you change a No to a Yes?
Has the company made an error in asking for votes For and Against a resolution?
Thanks
JM said:
I'm interested in opinions on an element of company law, relating to voting for a written resolution.
A company wants to change an element of its rules (due to CV-19) so has a vote of its shareholders.
(all equal shareholders with same number of shares/votes)
The company ask are you; for or against this resolution? i.e. they want a Yes/For or No/Against answer.
They ask for votes to be cast in a timely manner and plan to announce a decision after 5.00pm on Friday, rather than wait for 28 days.
The votes are cast electronically via email, to a provided email address.
One shareholder who votes Against(No) and intimates this to other shareholders, hears after the 5.00pm deadline, that their vote hasn't been received. The resolution fails. In the next hours it transpires that the missing vote was caught in a spam filter, during the same time the shareholder intimates that their initial vote should be dismissed and they are changing their vote to a Yes (possibly due to pressure from other shareholders)
In the next days it is announced that the resolution passes due to the 'changed' vote.
Now to the main nub of my question. The Companies Act states that a vote for a resolution can't be changed after the vote is cast. It also implies that votes are asked for a resolution not for and against.
Should the No vote as first cast stand, or can you change a No to a Yes?
Has the company made an error in asking for votes For and Against a resolution?
Thanks
This sounds awfully like the circumstances around the cessation the 2019 / 2020 Scottish Football Season?A company wants to change an element of its rules (due to CV-19) so has a vote of its shareholders.
(all equal shareholders with same number of shares/votes)
The company ask are you; for or against this resolution? i.e. they want a Yes/For or No/Against answer.
They ask for votes to be cast in a timely manner and plan to announce a decision after 5.00pm on Friday, rather than wait for 28 days.
The votes are cast electronically via email, to a provided email address.
One shareholder who votes Against(No) and intimates this to other shareholders, hears after the 5.00pm deadline, that their vote hasn't been received. The resolution fails. In the next hours it transpires that the missing vote was caught in a spam filter, during the same time the shareholder intimates that their initial vote should be dismissed and they are changing their vote to a Yes (possibly due to pressure from other shareholders)
In the next days it is announced that the resolution passes due to the 'changed' vote.
Now to the main nub of my question. The Companies Act states that a vote for a resolution can't be changed after the vote is cast. It also implies that votes are asked for a resolution not for and against.
Should the No vote as first cast stand, or can you change a No to a Yes?
Has the company made an error in asking for votes For and Against a resolution?
Thanks
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