Which corporate action requires both a special resolution and court consent?

In the context of corporate law, reducing share capital is a significant action that directly affects the financial structure of a company. This corporate action typically requires stringent oversight to protect the interests of creditors and shareholders.

A special resolution is necessary because reducing share capital involves a substantial change to the company's capital structure, reflecting a fundamental alteration to shareholder rights and the overall financial health of the company. Additionally, court consent is required to ensure that the reduction does not impair the rights of creditors. The court must review the circumstances under which the share capital is being reduced, assessing whether it is fair and reasonable, and that appropriate protections are in place for stakeholders affected by this change.

Increasing share capital, liquidating the company, and issuing new shares may involve special resolutions depending on company policies and state regulations, but they do not require the additional layer of judicial scrutiny and approval that a share capital reduction mandates. This layered approval process ensures careful consideration of the potential impacts on all stakeholders, particularly in safeguarding creditor interests during capital adjustments.