|
Duomatic Principle
The ''Duomatic'' principle is a principle of English company law relating to the informal approval of actions by a company's shareholders (and, potentially, directors). The principle is named after one of the earlier judicial decisions in which it was recognised: ''Re Duomatic Ltd'' 9692 Ch 365, although in that case Buckley J was approving an older statement of the law from the decisions in ''In re Express Engineering'' 9201 Ch 466 and ''Parker and Cooper Ltd v Reading'' 926Ch 975. It origins lie in the ''obiter dictum'' comments of Lord Davey in '' Salomon v Salomon & Co Ltd'' where he stated that 'the company is bound in a matter intra vires by the unanimous agreement of its members'. The principle will apply even if the articles of association specifies a particular procedure in relation to the subject matter of the decision. It has been noted that although the principle is normally referred to as the ''Duomatic'' principle, the actual rule predates that case by severa ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
David Neuberger, Baron Neuberger Of Abbotsbury
David Edmond Neuberger, Baron Neuberger of Abbotsbury (; born 10 January 1948) is an English judge. He served as President of the Supreme Court of the United Kingdom from 2012 to 2017. He was a Lord of Appeal in Ordinary until the House of Lords' judicial functions were transferred to the new Supreme Court in 2009, at which point he became Master of the Rolls, the second most senior judge in England and Wales. Neuberger was appointed to the Supreme Court, as its President, in 2012. He now serves as a Non-Permanent Judge of the Hong Kong Court of Final Appeal and the Chair of the High-Level Panel of Legal Experts on Media Freedom. Early life Neuberger was born on 10 January 1948, the son of Albert Neuberger, Professor of Chemical Pathology at St Mary's Hospital, University of London, and his wife, Lilian. His uncle was the noted rabbi Herman N. Neuberger. All three of his brothers are or were professors: James Neuberger is Professor of Medicine at the University of Birmi ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
English Company Law
The United Kingdom company law regulates corporations formed under the Companies Act 2006. Also governed by the Insolvency Act 1986, the UK Corporate Governance Code, European Union Directive (European Union), Directives and court cases, the company is the primary legal vehicle to organise and run business. Tracing their modern history to the late Industrial Revolution, public companies now employ more people and generate more of wealth in the United Kingdom economy than any other form of organisation. The United Kingdom was the first country to draft modern corporation statutes, where through a simple registration procedure any investors could incorporate, limit liability to their commercial creditors in the event of business insolvency, and where management was delegated to a centralised board of directors. An influential model within Europe, the Commonwealth of Nations, Commonwealth and as an international standard setter, UK law has always given people broad freedom to design ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Denys Buckley
Sir Denys Burton Buckley, MBE (6 February 1906 – 13 September 1998) was an English barrister and judge, rising to become a Lord Justice of Appeal. Personal life Denys Burton Buckley was born in Kensington, the son of Henry Burton Buckley, 1st Baron Wrenbury and Bertha Margaretta Jones. He was educated at Eton College and Trinity College, Oxford. He married Gwendolen Jane Armstrong-Jones (1905–1985), daughter of Sir Robert Armstrong-Jones and aunt of the Earl of Snowdon, on 23 July 1932. They had three daughters. During World War II, he served as a Major in the RAOC and GSO Directorate, Signals War Office, in respect of which he was awarded the US Medal of Freedom. Career He was called as a barrister Lincoln's Inn and practised from 11 Old Square, now Radcliffe Chambers. He was appointed as a Bencher in 1949, his arms were placed in the Hall in 1960, and he served as Treasurer in 1969. He was appointed as a High Court Judge in 1960 in the Chancery Division, and rece ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Obiter Dictum
''Obiter dictum'' (usually used in the plural, ''obiter dicta'') is a Latin phrase meaning "other things said",''Black's Law Dictionary'', p. 967 (5th ed. 1979). that is, a remark in a legal opinion that is "said in passing" by any judge or arbitrator. It is a concept derived from English common law, whereby a judgment comprises only two elements: ''ratio decidendi'' and ''obiter dicta''. For the purposes of judicial precedent, ''ratio decidendi'' is binding, whereas ''obiter dicta'' are persuasive only. Significance A judicial statement can be ''ratio decidendi'' only if it refers to the crucial facts and law of the case. Statements that are not crucial, or which refer to hypothetical facts or to unrelated law issues, are ''obiter dicta''. ''Obiter dicta'' (often simply ''dicta'', or ''obiter'') are remarks or observations made by a judge that, although included in the body of the court's opinion, do not form a necessary part of the court's decision. In a court opinion, ''obiter ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Horace Davey, Baron Davey
Horace Davey, Baron Davey, PC, FRS, FBA (30 August 183320 February 1907) was an English judge and Liberal politician. Background and education Davey was the son of Peter Davey, of Horton, Buckinghamshire and Caroline Emma Pace, and was born in Camberwell, Surrey. He was educated at Rugby and University College, Oxford, where he matriculated on 20 March 1852. He took a double first-class in Classics and Mathematics (Moderations and Finals), was senior mathematical scholar and Eldon law scholar (1859), and was elected a Fellow of his college (1856–67). Having achieved a BA (1856), and an MA (1859) Davey decided on a career in the law. He was admitted to Lincoln's Inn on 19 January 1857. On 26 January 1861, he was called to the Bar at Lincoln's Inn. Almost as soon as he started work as a law reporter, he married the following summer, on 5 August 1862. He was employed on young titles such as ''New Reports'', when he joined in marriage Louisa Hawes Donkin at St George's, Ca ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Salomon V A Salomon & Co Ltd
is a landmark UK company law case. The effect of the House of Lords' unanimous ruling was to uphold firmly the doctrine of corporate personality, as set out in the Companies Act 1862, so that creditors of an insolvent company could not sue the company's shareholders for payment of outstanding debts. Facts Mr Aron Salomon made leather boots or shoes as a sole proprietor. His sons wanted to become business partners, so he turned the business into a limited liability company. This company purchased Salomon's business at an excessive price for its value. His wife and five elder children became subscribers and the two elder sons became directors. Mr Salomon took 20,001 of the company's 20,007 shares which was payment from A Salomon & Co Limited for his old business (each share was valued at £1). Transfer of the business took place on 1 June 1892. The company also issued to Mr Salomon £10,000 in debentures. On the security of his debentures, Mr Salomon received an advance of £5,000 ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Articles Of Association
In corporate governance, a company's articles of association (AoA, called articles of incorporation in some jurisdictions) is a document which, along with the memorandum of association (in cases where it exists) form the company's constitution, and defines the responsibilities of the directors, the kind of business to be undertaken, and the means by which the shareholders exert control over the board of directors. Articles of association are very critical documents to corporate operations, as they may regulate both internal and external affairs. Articles of incorporation, also referred to as the certificate of incorporation or the corporate charter, is a document or charter that establishes the existence of a corporation in the United States and Canada. They generally are filed with the Secretary of State in the U.S. State where the company is incorporated, or other company registrar. An equivalent term for limited liability companies (LLCs) in the United States is articles ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Sarah Worthington
Dame Sarah Elizabeth Worthington, (''née'' Monks; born 18 February 1955) is a British legal scholar, barrister, and Deputy High Court Judge in the Chancery Division, specialising in company law, commercial law, and equity. From 2011 to 2022, she was the Downing Professor of the Laws of England at the University of Cambridge. She is Treasurer of the British Academy and a trustee of the British Museum. Early life and education The then Sarah Monks was born on 18 February 1955 in Barnsley, Yorkshire, England. Her parents moved soon after her birth to Uganda, and then to Kenya, where she lived until she was 8 years old. They then moved to Australia. She studied natural science and mathematics at the Australian National University, graduating with a Bachelor of Science (BSc) degree in 1974. From 1975 to 1976, she was a doctoral candidate at the University of Queensland, undertaking cancer research; she left without completing. In 1977, while training to be a teacher, she completed ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Oxford University Press
Oxford University Press (OUP) is the university press of the University of Oxford. It is the largest university press in the world, and its printing history dates back to the 1480s. Having been officially granted the legal right to print books by decree in 1586, it is the second oldest university press after Cambridge University Press. It is a department of the University of Oxford and is governed by a group of 15 academics known as the Delegates of the Press, who are appointed by the vice-chancellor of the University of Oxford. The Delegates of the Press are led by the Secretary to the Delegates, who serves as OUP's chief executive and as its major representative on other university bodies. Oxford University Press has had a similar governance structure since the 17th century. The press is located on Walton Street, Oxford, opposite Somerville College, in the inner suburb of Jericho. For the last 500 years, OUP has primarily focused on the publication of pedagogical texts and ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Liquidation
Liquidation is the process in accounting by which a company is brought to an end in Canada, United Kingdom, United States, Ireland, Australia, New Zealand, Italy, and many other countries. The assets and property of the company are redistributed. Liquidation is also sometimes referred to as winding-up or dissolution, although dissolution technically refers to the last stage of liquidation. The process of liquidation also arises when customs, an authority or agency in a country responsible for collecting and safeguarding customs duties, determines the final computation or ascertainment of the duties or drawback accruing on an entry. Liquidation may either be compulsory (sometimes referred to as a ''creditors' liquidation'' or ''receivership'' following bankruptcy, which may result in the court creating a "liquidation trust") or voluntary (sometimes referred to as a ''shareholders' liquidation'', although some voluntary liquidations are controlled by the creditors). The ter ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Liquidator (law)
In law, a liquidator is the officer appointed when a company goes into winding-up or liquidation who has responsibility for collecting in all of the assets under such circumstances of the company and settling all claims against the company before putting the company into dissolution. Liquidator is a person officially appointed to 'liquidate' a company or firm. Their duty is to ascertain and settle the liabilities of a company or a firm. If there are any surplus, then those are distributed to the contributories. Origins In English law, the term "liquidator" was first used in the Joint Stock Companies Act 1856. Prior to that time, the equivalent role was fulfilled by "official managers" pursuant to the amendments to the Joint Stock Companies Winding-Up Act 1844 passed in 1848 - 1849. Powers In most jurisdictions, a liquidator's powers are defined by statute. Certain powers are generally exercisable without the requirement of any approvals; others may require sanction, either by t ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Ciban Management Corporation V Citco (BVI) Ltd
is a decision of the Judicial Committee of the Privy Council on appeal from the British Virgin Islands relating to directors' duties and the legal rule known as the ''Duomatic'' principle. The Privy Council dismissed the appeal, upholding the decisions of the judge at first instance and the Court of Appeal. They held that where the beneficial owner of a company set up a structure whereby the director of a company was to take instructions form a third party, and that third party subsequently acted in an unauthorised fashion, the company's director and registered agent did not breach any duties by acting in good faith on the instructions received in the usual way. In so doing the Privy Council made some important clarifications and extensions to the ''Duomatic'' principle. They also made some important legal clarifications in relation to directors' duties and the role of the registered agent, as well as expressing views on the proper application of certain statutory provision ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
.jpg "Click for more on -> Oxford University Press")