Click here to learn more about our revolutionary app or download directly from one of the sources below.
A Special Manager can be appointed in any Voluntary or Compulsory Liquidation, although they usually appear alongside a Provisional Liquidator appointed by the court to preserve and protect the company’s assets after a petition has been filed in a Compulsory Liquidation. Even then, their appointment is rare, as they can be expensive and insolvency firms believe they can do the job of winding-up the company themselves.
A Special Manager is not necessarily (in fact, rarely) an Insolvency Practitioner.
They are an expert in a particular field who will work with the Provisional Liquidator in the day-to-day management of the company in Liquidation. They are sought out because of their experience in a particular field (for example, managing an airline, a nuclear power facility or a multinational logistics business).
Like a Provisional Liquidator they are appointed by a court order and are an officer of the court, their powers being contained in that order.
[See ‘Voluntary Liquidation’, ‘Compulsory Liquidation’ and ‘Provisional Liquidator’.]
A special resolution is a company law vehicle to express the will of the shareholders/members of the company.
An agenda of the meeting of shareholders will be set and a general meeting called. The shareholders/members will vote on the proposed special resolution and 75% or more of shareholders in value of the shares they hold will pass the resolution if they vote in favour of it in person or by proxy (someone voting on their behalf).
A minimum of 14 days notice must be given of the meeting which is to propose the special resolution. This notice can be shortened if 90% of the members (in value) of a limited company agree to do so, or 95% of the members of a public limited company (PLC) consent. The notice can be shortened to zero days. (This is called ‘short notice’.) An example of a resolution which requires a special resolution is the winding-up of a company voluntarily.
[See ‘Shareholders/Members’, ‘General Meeting’, Limited Company’, ‘Public Limited Company’, ‘PLC’, ‘Short Notice’ and ‘Voluntary Liquidation’.]
