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Allen V Gold Reefs Of West Africa Ltd
''Allen v Gold Reefs of West Africa Ltd'' 9001 Ch 656 is a UK company law case concerning alteration of a company's articles of association. It held that alterations could not be interfered with by the court unless the change that had been made was not bona fide for the benefit of the company as a whole. This rule served as a marginal form of minority shareholder protection at common law, before the existence of any unfair prejudice remedy. Facts Gold Reefs’ articles gave it a "first and paramount lien" (the right to retain possession) on all partly paid shares held by any member for any debt owed to the company. Mr Zuccani held some partly paid up shares. He also owned the only fully paid up shares issued by the company. He died insolvent. The company altered its articles by special resolution to create a lien on all fully paid shares (deleting the words in brackets of ‘upon all shares (not fully paid) held by such members’). Mr Allen, one of the executors of Mr Zuccani (t ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Court Of Appeal Of England And Wales
The Court of Appeal (formally "His Majesty's Court of Appeal in England", commonly cited as "CA", "EWCA" or "CoA") is the highest court within the Courts of England and Wales#Senior Courts of England and Wales, Senior Courts of England and Wales, and second in the legal system of England and Wales only to the Supreme Court of the United Kingdom. The Court of Appeal was created in 1875, and today comprises 39 Lord Justices of Appeal and Lady Justices of Appeal. The court has two divisions, Criminal and Civil, led by the Lord Chief Justice of England and Wales, Lord Chief Justice and the Master of the Rolls, Master of the Rolls and Records of the Chancery of England respectively. Criminal appeals are heard in the Criminal Division, and civil appeals in the Civil Division. The Criminal Division hears appeals from the Crown Court, while the Civil Division hears appeals from the County Court (England and Wales), County Court, High Court of Justice and Family Court (England and Wales ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Dafen Tinplate Co Ltd V Llanelly Steel Co
''Dafen Tinplate Co Ltd v Llanelly Steel Co (1907) Ltd'' 9202 Ch 124 is a UK company law case concerning amendment of the articles of association. Facts Dafen Tinplate Co Ltd was a shareholder in Llanelly Steel Co. Llanelly realised that Dafen were buying steel from an alternative source of supply, and also to buy up the company's shares (an attempt which failed). Llanelly responded by altering its articles through a special resolution to include a power to compulsorily purchase the shares of any member requested to transfer them. Dafen Tinplate argued the alteration was invalid. Judgment The court held that the alteration was too wide to be valid. The altered article would confer too much power on the majority. It went much further than was necessary for the protection of the company. The judge seemed to be using the bona fide for the benefit of the company test in an objective sense, that is, he was judging the situation from the courts point of view. See also *'' Allen v Gol ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Court Of Appeal (England And Wales) Cases
A court of appeals, also called a court of appeal, appellate court, appeal court, court of second instance or second instance court, is any court of law that is empowered to hear an appeal of a trial court or other lower tribunal. In much of the world, court systems are divided into at least three levels: the trial court, which initially hears cases and reviews evidence and testimony to determine the facts of the case; at least one intermediate appellate court; and a supreme court (or court of last resort) which primarily reviews the decisions of the intermediate courts, often on a discretionary basis. A particular court system's supreme court is its highest appellate court. Appellate courts nationwide can operate under varying rules. Under its standard of review, an appellate court decides the extent of the deference it would give to the lower court's decision, based on whether the appeal were one of fact or of law. In reviewing an issue of fact, an appellate court ordinar ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
United Kingdom Company Case Law
United may refer to: Places * United, Pennsylvania, an unincorporated community * United, West Virginia, an unincorporated community Arts and entertainment Films * ''United'' (2003 film), a Norwegian film * ''United'' (2011 film), a BBC Two film Literature * ''United!'' (novel), a 1973 children's novel by Michael Hardcastle Music * United (band), Japanese thrash metal band formed in 1981 Albums * ''United'' (Commodores album), 1986 * ''United'' (Dream Evil album), 2006 * ''United'' (Marvin Gaye and Tammi Terrell album), 1967 * ''United'' (Marian Gold album), 1996 * ''United'' (Phoenix album), 2000 * ''United'' (Woody Shaw album), 1981 Songs * "United" (Judas Priest song), 1980 * "United" (Prince Ital Joe and Marky Mark song), 1994 * "United" (Robbie Williams song), 2000 * "United", a song by Danish duo Nik & Jay featuring Lisa Rowe Television * ''United'' (TV series), a 1990 BBC Two documentary series * ''United!'', a soap opera that aired on BBC One from 1965-19 ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Citco Banking Corporation NV V Pusser's Ltd
is a judicial decision of the Privy Council on appeal from the British Virgin Islands in relation to the validity of amendments to the memorandum and articles of association of a company, and the requirement of shareholders to exercise the votes attached to their shares in the best interests of the company as a whole. Facts The key facts are set out in the first paragraph of the decision of the Judicial Committee of the Privy Council. Pusser's Ltd had an authorised share capital of $4.4m divided into 4.4m class A shares of $1 each, of which 1,673,217 shares and warrants for another 248,000 had been issued. Each class A share or warrant carried one vote. On 16 March 1994 at an extraordinary general meeting the shareholders of the company voted by special resolution to amend its articles of association to create 200,000 new class B shares, each of which would carry 50 votes. It further resolved that 200,000 of the class A shares held by the chairman of the company, Charl ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Gambotto V WPC Ltd
Antonella Gambotto-Burke (née Antonella Gambotto, born 19 September 1965) is an Italian-Australian author, journalist and singer-songwriter based in Kent, England, known for her writing about sex, death and motherhood. Gambotto-Burke is best known for her memoir '' The Eclipse: A Memoir of Suicide'' and memoir/maternal feminist polemic '' Mama: Love, Motherhood and Revolution''. Biography Early years Gambotto-Burke was born in North Sydney and moved to East Lindfield on Sydney's North Shore at the age of four, the first child and only daughter of the late Giancarlo Gambotto, whose High Court win against WCP Ltd. changed Australian corporate law, made the front pages of the ''Australian Financial Review'' and ''The Australian'', is still featured in corporate law exams, and was the subject of a book edited by Ian Ramsay, Professor of Law at Melbourne University. "I was raised to believe that I could achieve anything", she said in a ''North Shore Times'' cover story. Gambotto- ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Rights And Issues Investment Trust Ltd V Stylo Shoes Ltd
Rights are legal, social, or ethical principles of freedom or entitlement; that is, rights are the fundamental normative rules about what is allowed of people or owed to people according to some legal system, social convention, or ethical theory. Rights are of essential importance in such disciplines as law and ethics, especially theories of justice and deontology. Rights are fundamental to any civilization and the history of social conflicts is often bound up with attempts both to define and to redefine them. According to the ''Stanford Encyclopedia of Philosophy'', "rights structure the form of governments, the content of laws, and the shape of morality as it is currently perceived". Definitional issues One way to get an idea of the multiple understandings and senses of the term is to consider different ways it is used. Many diverse things are claimed as rights: There are likewise diverse possible ways to categorize rights, such as: There has been considerable debate abou ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Greenhalgh V Arderne Cinemas Ltd
''Greenhalgh v Arderne Cinemas Ltd (No 2)'' 9461 All ER 512; 951Ch 286 is UK company law case concerning the issue of shares, and "fraud on the minority", as an exception to the rule in ''Foss v Harbottle''. Facts Mr Greenhalgh was a minority shareholder in Arderne Cinemas and was in a protracted battle to prevent majority shareholder, Mr Mallard selling control. The company had two classes of shares; one class was worth ten shilling a share and the other class worth two shilling a share. The ten shillings were divided into two shilling shares, and all carried one vote. Mr Greenhalgh had the previous two shilling shares, and lost control of the company. The articles of association provided by cl. 10 (a): "No shares in the company shall be transferred to a person not a member of the company so long as a member of the company may be willing to purchase such shares at a fair value to be ascertained in accordance with sub-clause (b) hereof". The company changed its articles by speci ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Southern Foundries (1926) Ltd V Shirlaw
''Southern Foundries (1926) Ltd v Shirlaw'' 940AC 701 is an important English contract law and company law case. In the field of contracts it is well known for MacKinnon LJ's decision in the Court of Appeal, where he put forth the "officious bystander" formulation for determining what terms should be implied into agreements by the courts. In the field of company law, it is known primarily to stand for the principle that damages may be sought for breach of contract by a director even though a contract may ''de facto'' constrain the exercise of powers to sack people found in the company's constitution. Facts Mr Shirlaw had been the managing director of Southern Foundries Ltd, which was in the business of iron castings. But then another company called ‘Federated Foundries Ltd’ took over the business. The new owners had altered article 8 of Southern Foundries Ltd's constitution, empowering two directors and the secretary (who were friends of Federated Foundries) to remove any di ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Peter's American Delicacy Co Ltd V Heath
Peter's Food Service is a Bedwas, Wales based baker and supplier of pies, pasties, slices, sausage rolls and factored products into retail, food service, catering and hospitality outlets across the United Kingdom. Today it is one of the largest employers in Wales, and one of the largest cold meat distributors in the United Kingdom. History Sir Stanley and Peter Thomas were brothers born above a bakery run by their father in Merthyr Tydfil. They joined the family business, but after it was sold Sir Stanley decided to start his own venture. In 1971 Sir Stanley bought a factory unit on the Pant Glas Industrial Estate Bedwas in Mid Glamorgan. A few years later was joined by his brother and sister, selling pies to local fish and chip shops under the name Peter's Savoury Products. In 1976, the business moved to a new factory at Bedwas House Industrial Estate, to enable distribution down the M4 motorway and eventually into London. In 1988, the business was sold to Grand Metropolitan for ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Shuttleworth V Cox Bros And Co (Maidenhead)
''Shuttleworth v Cox Bros and Co (Maidenhead)'' 9271 Ch 154 is a UK company law case, concerning alteration of a company's constitution. Facts Cox Bros and Co (Maidenhead) had appointed a board of directors for life, and had fixed this under its articles of association. Then it proposed to amend its articles so that a director would lose his position if the other directors requested in writing for him to resign. Mr Shuttleworth, who was targeted by the changes, brought a claim alleging that the alteration of the articles was not ''bona fide'' for the benefit of the company as a whole. Judgment The Court of Appeal dismissed the appeal holding that the alteration of the articles was ''bona fide'' for the benefit of the company and was valid. It reaffirmed the ''bona fide'' test laid down in '' Sidebottom v Kershaw, Leese & Co''. Bankes L.J.: "So the test is whether the alteration of the articles was in the opinion of the shareholders for the benefit of the company. By what cr ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Sidebottom V Kershaw, Leese & Co Ltd
''Sidebottom v Kershaw, Leese & Co Ltd'' 9201 Ch 154 is a UK company law case, concerning the alteration of a company's constitution, and the rights of a minority shareholder. Facts The company's articles of association were changed to allow for the compulsory purchase of shares of any shareholder who was competing with the company. One shareholder was competing with the company and challenged the alteration. He argued that a previous case, '' Brown v British Abrasive Wheel Co'' where a change for compulsory share purchase was held invalid as not being ''bona fide'' for the benefit of the company as a whole, should be applied here too. Judgment The Court of Appeal held that the article alteration was clearly valid, and very much for the benefit of the company. The court made clear that in '' Brown v British Abrasive Wheel Co''9191 Ch 290 Ashbury J had been wrong to regard good faith alterations and the company’s benefit as two separate ideas. The important question was whethe ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
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