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    ILEC Unit 4

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    Nini Lomidze
    The document discusses various types of fundamental changes that can occur in a company, such as mergers, consolidations, changes to a company's objects clause or capital structure, and liquidation. It also discusses shareholder rights and processes like takeovers, spin-offs, meetings, and due diligence that is conducted during mergers and acquisitions. Maintaining proper procedures and providing rights to shareholders are important topics covered.

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    ILEC Unit 4

    Uploaded by

    Nini Lomidze
    195 views4 pages
    The document discusses various types of fundamental changes that can occur in a company, such as mergers, consolidations, changes to a company's objects clause or capital structure, and liquidation. It also discusses shareholder rights and processes like takeovers, spin-offs, meetings, and due diligence that is conducted during mergers and acquisitions. Maintaining proper procedures and providing rights to shareholders are important topics covered.

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    The document discusses various types of fundamental changes that can occur in a company, such as mergers, consolidations, changes to a company's objects clause or capital structure, and liquidation. It also discusses shareholder rights and processes like takeovers, spin-offs, meetings, and due diligence that is conducted during mergers and acquisitions. Maintaining proper procedures and providing rights to shareholders are important topics covered.

    Copyright:

    © All Rights Reserved
    Download as DOC, PDF, TXT or read online from Scribd
    Download as doc, pdf, or txt
    195 views4 pages

    ILEC Unit 4

    Uploaded by

    Nini Lomidze
    The document discusses various types of fundamental changes that can occur in a company, such as mergers, consolidations, changes to a company's objects clause or capital structure, and liquidation. It also discusses shareholder rights and processes like takeovers, spin-offs, meetings, and due diligence that is conducted during mergers and acquisitions. Maintaining proper procedures and providing rights to shareholders are important topics covered.

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    ILEC

    Unit 4

    COMPANY LAW: fundamental changes in a company

    Fundamental changes to the company Zireuli cvlilebebi korporaciaSi


    Changes may be basically administrative
    Changes may entail alteration of the structure struqturuli cvlilebebi
    Minority shareholders wvrili aqcionerebi
    To place the rights at risk
    XXX fall into this group
    Constitutional amendments aq: sawesdebo cvlilebebi
    Objects clause kompaniis saasociacio memorandumis
    nawili (miznebi)
    Mergers mcire biznesis didTan Serwyma
    Consolidations gaerTianeba, konsolidacia
    Sale of substantially all shares
    Acquisition of controlling shares aqciebis sakontrolo paketis SeZena
    Liquidation / winding up
    Capital structure kapitalis struqtura
    To grant power uflebis miniWeba
    Cancellation of shares aqciebis gauqmeba
    Court confirmation sasamarTlo dadastureba / sanqcia???

    To follow court confirmation


    At the discretion of court diskreciuli uflebamosilebis farglebSi
    (Tavis Sexedulebisamebr)

    Court may at its discretion set aside a resolution gauqmeba


    One company is absorbed / merged into another company
    The acquiring & the acquired company
    Companies survive or disappear / dissolve gadarCeba, agrZelebs funqcionirebas

    The acquiring company (acquirer)


    The acquired company (target)
    Survival/ disappearance / dissolution gadarCena / gaqroba
    To gain control of another company
    To purchase substantially all of the assets mTeli qonebis Sesyidva
    Unanimous shareholder approval erTsulovani Tanxmoba

    A controlling portion of outstanding shares brunvaSi gaSvebuli aqciebi


    (common stock authorized by the company, issued, purchase and held by investors)

    Takeover bid biznesis Sesyidva (kompaniis yvela aqciis


    an umetesobis წვidvis winadadeba)

    Target company SeZenili kompania


    To sell the stock above the marker price gayido aqciebi sabazro Rirebulebaze Zvirad
    Friendly & hostile takeover შთანთქვა (სხვა კომპანიის)

    Takeover STanTqma,
    Merger and takeover Serwyma da STanTqma
    SeZenili kompania
    ____________________________________________________________________

    qarTuli kanonmdeblobiT:
    Merger mierTeba / Serwyma
    Consolidation gaerTianeba
    ____________________________________________________________________

    Sdr. Target market / audience / price / consumer miznobrivi…


    Target of crime danaSaulis mizani

    The life of a company is brought to an end

    Compulsory winding up iZulebiTi daxurva (warmoebis), likvidacia


    Voluntary liquidation nebayoflobiTi likvidacia
    The company is insolvent / solvent gadaxdisuunaro (valauvali)
    To instigate the process inspirireba, provocireba

    Reading 2: Spin-offs

    Spin-off uZraobidan gamosvla


    (biznesis danawileba)

    To separate 2 businesses that have become incompatible SeuTavsebeli

    Stock market would value the separate parts more highly than combined operations
    Entrepreneurial drive for success
    To recognize / realize a gain on the stock
    A capital gain kapitalis mogeba
    The rationale behind it is that… racionaluri axsna

    Due process of law saTanado kanonieri ganxilva (procedura)


    A subsidiary company Svilobili kompania, qvekompania
    Internal Revenue Code saSemosavlo kodeqsi
    Proxy rwmunebuli

    Reading 3: The minutes of a meeting sxdomis oqmi

    Company premises kompaniis Senoba (farTi, adgili) Allot /


    allotment ganawileba
    Pursuant to # 317 Companies Act …mixedviT
    Company would disapply # 89
    To adjourn gadadeba
    To resume ganaxleba
    (The meeting resumed at 8 p.m.)
    To enter the names of the applicants into the register Setana JurnalSi
    (registraciaSi gatareba)
    Common seal kompaniis beWedi (liTonis)
    To endorse damowmeba
    To preside at Tavmjdomareoba (sxdomis)
    Chairperson Tavmjdomare, wamyvani
    Your chances are slim Zalian mcire Sansi gaqvT

    Reading 4: Shareholder rights

    To be viewed in the light of…


    Your query to me is whether…
    To set aside the transaction gauqmeba
    The statutes do not provide appraisal rights to the shareholders Sefasebis / eqspertizis
    ufleba???
    The court will decide along the lines of Hell v. Star Chemical
    These rights are twofold
    The courts have been hesitant to take a position

    The legislative intent საკანონმდებლო განზრახვა????

    The court will not stray from the reasoning established in the Hell case.
    As always, I remain at your disposal should you wish to discuss…
    I look forward to hearing from you and answering any further questions you may have
    To hold / be afforded an appraisal right

    Listening 1

    I’m with the merger and acquisition department


    Your business is ready to undertake an acquisition
    To choose a target (company)
    The process of assessing the target business
    To look at trends in sales and profit margins to handle a case
    To address the main legal issues
    …which arise at different stages
    They require separate and sequential treatment

    Due diligence saTanado gulmodgineba

    Careful professional scrutiny of the assets and liabilities


    To uncover all the liabilities associated with firm
    To check if the claims made are correct
    Key assets (e.g. property equipment) iriTadi qoneba
    To get the details of past, current or pending legal cases
    Pension obligations
    Due-diligence is routinely conducted by the lawyer
    The deal stage
    The commitment from the seller to reimburse in full

    Reimbursement kompensacia, anazRaureba


    To indemnify anazRaureba
    To seek indemnities moiTxovo anazRaureba

    Listening 2

    It’s pretty straightforward es calsaxad sworia


    Checklist sakontrolo sia
    It’s necessary that a quorum is present aucilebelia qvorumi iyos/Sedges

    The resolution passed by a simple majority martivi umravlesoba


    The minutes of the meeting have to be drawn up
    Documents are to be filed at

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