CO129-245 - Acting Governor Fleming - 1890 [5-7] — Page 18

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Hundreds of companies have been reconstructed voluntarily and the Companies' Acts provide for reconstruction and specify in detail how and with what precautions it is to be carried out. Reconstruction is sometimes, but very rarely, effected by Act of Parliament, but only in case of quasi-public companies that need to have statutory powers, and then every such act recites "that the reconstruction cannot be effected but by Act of Parliament". But in every case it is reconstruction, dissolution of the old company and the formation of a new company with special provision for the protection of dissentient shareholders and after careful investigation by a Committee of the House, under very stringent rules.

I make bold to say that no attempt has ever before been made to alter a company's fundamental articles in this fashion and no Act of this nature has ever been presented to the Imperial Parliament, much less passed.

What does this Ordinance profess to do? To alter the contract entered into between the shareholders in its very essence, to extend the powers of the Company from Hongkong and its Dependencies, to which they were strictly limited, to all creation, to make this binding on every dissentient shareholder at the will of a majority, and to afford no protection whatever to any man who, subscribing his money for one purpose, objected to seeing it applied to a hundred others. The protection supposed to be afforded by the third paragraph of the Ordinance is a delusion. It ignorantly applies to alterations in a memorandum of association a provision existing in the Acts and Ordinances applicable only to amendments in the articles of association.

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