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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] |
UK 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 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 and as an international standard setter, UK law has always given people broad freedom to design the internal company rules, so long as the mandato ... [...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] |
Steel
Steel is an alloy made up of iron with added carbon to improve its strength and fracture resistance compared to other forms of iron. Many other elements may be present or added. Stainless steels that are corrosion- and oxidation-resistant typically need an additional 11% chromium. Because of its high tensile strength and low cost, steel is used in buildings, infrastructure, tools, ships, trains, cars, machines, electrical appliances, weapons, and rockets. Iron is the base metal of steel. Depending on the temperature, it can take two crystalline forms (allotropic forms): body-centred cubic and face-centred cubic. The interaction of the allotropes of iron with the alloying elements, primarily carbon, gives steel and cast iron their range of unique properties. In pure iron, the crystal structure has relatively little resistance to the iron atoms slipping past one another, and so pure iron is quite ductile, or soft and easily formed. In steel, small amounts of carbon, other ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Special Resolution
{{refimprove, date=August 2011 In business or commercial law, an extraordinary resolution or special resolutionSome jurisdictions use both terms, but meaning slightly different things. For example, in the United Kingdom, an extraordinary resolution is a resolution passed by not less than 75% of the members, and a special resolution is a resolution passed by the same majority, but having given then members not less than 21 days' notice of the intention to put the resolution to a vote, see section 378 of the Companies Act 1985 is a resolution passed by the shareholders of a company by a greater majority than is required to pass an ordinary resolution. The precise figures vary in different countries, but commonly an extraordinary resolution must be affirmed by not less than 75% of members casting votes, whereas an ordinary resolution only requires a bare majority. Extraordinary resolutions are generally only required in certain specific situations required by statute. For example, in ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Compulsory Purchase
Compulsion may refer to: * Compulsive behavior, a psychological condition in which a person does a behavior compulsively, having an overwhelming feeling that they must do so. * Obsessive–compulsive disorder, a mental disorder characterized by intrusive thoughts that produce anxiety and by repetitive behaviors aimed at reducing that anxiety. Art and entertainment * ''Compulsion'' (Hutson novel), a 2002 horror novel by Shaun Hutson * ''Compulsion'' (Kellerman novel), an Alex Delaware novel by Jonathan Kellerman * ''Compulsion'' (Levin novel), a 1956 novel by Meyer Levin and a 1957 adapted play by Levin * ''Compulsion'' (1959 film), a 1959 film based on Levin's novel * ''Compulsion'' (2009 film), a 2009 United Kingdom television drama, inspired by the Jacobean tragedy ''The Changeling'' * ''Compulsion'', a play by Rinne Groff, which premiered at Berkeley Rep in 2010, about Meyer Levin * ''Compulsion'' (2013 film), a 2013 film directed by Egidio Coccimiglio * ''Compulsion'' ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Bona Fide
In human interactions, good faith ( la, bona fides) is a sincere intention to be fair, open, and honest, regardless of the outcome of the interaction. Some Latin phrases have lost their literal meaning over centuries, but that is not the case with ''bona fides'', which is still widely used and interchangeable with its generally-accepted modern-day English translation of ''good faith''. It is an important concept within law and business. The opposed concepts are bad faith, ''mala fides'' (duplicity) and perfidy (pretense). In contemporary English, the usage of ''bona fides'' is synonymous with credentials and identity. The phrase is sometimes used in job advertisements, and should not be confused with the ''bona fide'' occupational qualifications or the employer's good faith effort, as described below. ''Bona fides'' ''Bona fides'' is a Latin phrase meaning "good faith". Its ablative case is ''bona fide'', meaning "in good faith", which is often used as an adjective to mean " ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
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] |
Brown V British Abrasive Wheel Co
''Brown v British Abrasive Wheel Co'' 9191 Ch 290 is a UK company law case, concerning the validity of an alteration to a company's constitution, which adversely affect the interests of one of the shareholders. Facts British Abrasive Wheel Co needed to raise further capital. The 98% majority were willing to provide this capital if they could buy up the 2% minority. Having failed to effect this buying agreement, the 98% purposed to change the articles of association to give them the power to purchase the shares of the minority. The proposed article provided for the compulsory purchase of the minority's shares on certain terms. However, the majority were prepared to insert a provision regarding price which stated that the minority would get a price which the court thought was fair. Judgment Astbury J held that the alteration was not for the benefit of the company as a whole and could not be made. One reason for this was that there was no direct link between the provision of the e ... [...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] |
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] |
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] |
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] |
