(1) A person may not make a payment for loss of office to a director of a company in connection with the transfer of the whole or any part of the undertaking or property of the company unless the payment has been approved by a resolution of the members of the company.
(2) A person may not make a payment for loss of office to a director of a company in connection with the transfer of the whole or any part of the undertaking or property of a subsidiary of the company, unless the payment has been approved by a resolution of the members of each of the companies.
(3) A resolution approving a payment to which this section applies can be passed only if a memorandum setting out particulars of the proposed payment (including is its amount) is made available to the members of the company whose approval is sought—
(a) in the case of a written resolution—by being sent or submitted to every eligible member at or before the time at which the proposed resolution is sent or submitted to the director;
(b) in the case of a resolution at a meeting —by being made available for inspection by the members both —
(i) at the company's registered office for not less than fourteen days ending with the day before the date of the meeting; and (ii) at the meeting itself.
(4) An approval is not required to be obtained under this section from the members of a body corporate that—
(a) is not a company registered under this Act; or
(b) is a wholly-owned subsidiary of another body corporate.
(5) A payment made in accordance with an arrangement—
(a) entered into as part of the agreement for the relevant transfer, or within one year before or two years after the date on which that agreement is entered into; and
(b) to which the company whose undertaking or property is transferred, or any person to whom the transfer is made, is privy, is presumed, except in so far as the contrary is shown, to be a payment to which this section applies.
(2) A person may not make a payment for loss of office to a director of a company in connection with the transfer of the whole or any part of the undertaking or property of a subsidiary of the company, unless the payment has been approved by a resolution of the members of each of the companies.
(3) A resolution approving a payment to which this section applies can be passed only if a memorandum setting out particulars of the proposed payment (including is its amount) is made available to the members of the company whose approval is sought—
(a) in the case of a written resolution—by being sent or submitted to every eligible member at or before the time at which the proposed resolution is sent or submitted to the director;
(b) in the case of a resolution at a meeting —by being made available for inspection by the members both —
(i) at the company's registered office for not less than fourteen days ending with the day before the date of the meeting; and (ii) at the meeting itself.
(4) An approval is not required to be obtained under this section from the members of a body corporate that—
(a) is not a company registered under this Act; or
(b) is a wholly-owned subsidiary of another body corporate.
(5) A payment made in accordance with an arrangement—
(a) entered into as part of the agreement for the relevant transfer, or within one year before or two years after the date on which that agreement is entered into; and
(b) to which the company whose undertaking or property is transferred, or any person to whom the transfer is made, is privy, is presumed, except in so far as the contrary is shown, to be a payment to which this section applies.
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