| Commentary

231 Distribution of consideration

| Commentary

231 Distribution of consideration

Although the special resolution or contract between the liquidator and the purchasing company may set out the form of the consideration for the sale, it cannot determine how that consideration shall be divided among the original company’s members1 because this division must be made strictly in accordance with the members’ rights in the winding up of the original company. Where some of the shareholders of the original company have class rights entitling them to priority, for example in respect of repayment of capital and arrears of dividend, the court will have the consideration valued

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