Part XXVI Interpretation
F1C1C2736A Provisions supplementing s. 736.
1
The provisions of this section explain expressions used in section 736 and otherwise supplement that section.
C32
In section 736(1)(a) and (c) the references to the voting rights in a company are to the rights conferred on shareholders in respect of their shares or, in the case of a company not having a share capital, on members, to vote at general meetings of the company on all, or substantially all, matters.
C3C43
In section 736(1)(b) the reference to the right to appoint or remove a majority of the board of directors is to the right to appoint or remove directors holding a majority of the voting rights at meetings of the board on all, or substantially all, matters; and for the purposes of that provision—
a
a company shall be treated as having the right to appoint to a directorship if—
i
a person’s appointment to it follows necessarily from his appointment as director of the company, or
ii
the directorship is held by the company itself; and
b
a right to appoint or remove which is exercisable only with the consent or concurrence of another person shall be left out of account unless no other person has a right to appoint or, as the case may be, remove in relation to that directorship.
C3C44
Rights which are exercisable only in certain circumstances shall be taken into account only—
a
when the circumstances have arisen, and for so long as they continue to obtain, or
b
when the circumstances are within the control of the person having the rights;
and rights which are normally exercisable but are temporarily incapable of exercise shall continue to be taken into account.
C45
Rights held by a person in a fiduciary capacity shall be treated as not held by him.
C46
Rights held by a person as nominee for another shall be treated as held by the other; and rights shall be regarded as held as nominee for another if they are exercisable only on his instructions or with his consent or concurrence.
C47
Rights attached to shares held by way of security shall be treated as held by the person providing the security—
a
where apart from the right to exercise them for the purpose of preserving the value of the security, or of realising it, the rights are exercisable only in accordance with his instructions;
b
where the shares are held in connection with the granting of loans as part of normal business activities and apart from the right to exercise them for the purpose of preserving the value of the security, or of realising it, the rights are exercisable only in his interests.
C48
Rights shall be treated as held by a company if they are held by any of its subsidiaries; and nothing in subsection (6) or (7) shall be construed as requiring rights held by a company to be treated as held by any of its subsidiaries.
C49
For the purposes of subsection (7) rights shall be treated as being exercisable in accordance with the instructions or in the interests of a company if they are exercisable in accordance with the instructions of or, as the case may be, in the interests of—
a
any subsidiary or holding company of that company, or
b
any subsidiary of a holding company of that company.
C410
The voting rights in a company shall be reduced by any rights held by the company itself.
C411
References in any provision of subsections (5) to (10) to rights held by a person include rights falling to be treated as held by him by virtue of any other provision of those subsections but not rights which by virtue of any such provision are to be treated as not held by him.
C412
In this section “company” includes any body corporate.