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Foss V. Harbottle
''Foss v Harbottle'' (1843) 2 Hare 46167 ER 189is a leading English precedent in corporate law. In any action in which a wrong is alleged to have been done to a company, the proper claimant is the company itself. This is known as "the proper plaintiff rule", and the several important exceptions that have been developed are often described as "exceptions to the rule in ''Foss v Harbottle''". Amongst these is the " derivative action", which allows a minority shareholder to bring a claim on behalf of the company. This applies in situations of "wrongdoer control" and is, in reality, the only true exception to the rule. The rule in ''Foss v Harbottle'' is best seen as the starting point for minority shareholder remedies. The rule has now largely been partly codified and displaced in the United Kingdom by the Companies Act 2006 sections 260–263, setting out a statutory derivative claim. Facts Richard Foss and Edward Starkie Turton were two minority shareholders in the "Victoria ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Victoria Park, Manchester
Victoria Park is a suburban area of Manchester, England. Victoria Park lies approximately two miles south of Manchester city centre, between Rusholme and Longsight. History and description In 1836, a unique enterprise was undertaken by Richard Lane and Partners, architects. This was to establish a residential area to the east of Wilmslow Road, an "estate" of substantial houses in spacious grounds, where prosperous business and professional families could live. Lane was already noted for his public work in the neo-classical style, for example his town hall building at Chorlton on Medlock. The facade of this building remains on the Manchester Metropolitan University All Saints' Campus and formed part of the Mabel Tylecote Building. The early years of the 'Victoria Park Company' were of mixed fortune. The original plans to develop land in a slightly different area, did not reach complete fruition, largely due to the fraud which led to the Foss v. Harbottle case. A cul-de-sac ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
John Scott, 1st Earl Of Eldon
John Scott, 1st Earl of Eldon, (4 June 1751 – 13 January 1838) was a British barrister and politician. He served as Lord High Chancellor of Great Britain between 1801 and 1806 and again between 1807 and 1827. Background and education Eldon was born in Newcastle upon Tyne. His grandfather, William Scott of Sandgate, a street adjacent to the Newcastle quayside, was clerk to a fitter, a sort of water-carrier and broker of coals. His father, whose name also was William, began life as an apprentice to a fitter, in which service he obtained the freedom of Newcastle, becoming a member of the guild of Hostmen (coal-fitters); later in life he became a principal in the business, and attained a respectable position as a merchant in Newcastle, accumulating property worth nearly £20,000. Eldon was educated at Newcastle upon Tyne Royal Grammar School. He was not remarkable at school for application to his studies, though his wonderful memory enabled him to make good progress in them; h ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Gambotto V WCP Limited
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] |
George Jessel (jurist)
Sir George Jessel, (13 February 1824 – 21 March 1883) was a British judge. He was one of the most influential commercial law and equity judges of his time, and served as the Master of the Rolls. He was the first Jew to be a regular member of the Privy Council and to hold high judicial office. Early life and education Born in Savile Row, London, Jessel was the son of Zadok Aaron Jessel, a Jewish merchant, and his wife Mary, ''née'' Harris. He was educated at Mr Neumegen's School for Jews at Kew, and being prevented by religious disabilities from proceeding to the University of Oxford or Cambridge, went to University College London, matriculating in 1840. He entered Lincoln's Inn as a student in 1842, and a year later took his BA at the University of London, becoming MA and gold medallist in mathematics and natural philosophy in 1844. In 1846 he was elected a fellow of University College, London. He entered Lincoln's Inn in 1842 as a student and was called to the bar in 1 ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Pender V Lushington
''Pender v Lushington'' (1877) 6 Ch D 70 is a leading case in UK company law, which confirms that a company member's right to vote may not be interfered with, because it is a right of property. Furthermore, any interference leads to a personal right of a member to sue in his own name to enforce his right. As Lord Jessel MR put it, a member: Facts The articles of association of the Direct United States Cable Company Ltd, registered under the Companies Act 1862 provided that no member would be allowed to vote on more than 100 shares at any meeting, and each block of ten shares was counted as one vote. It also provided that "the company shall not be affected with notice of any trust", a standard provision in company articles that is meant to allow companies to avoid complications or liability to the ultimate beneficiaries of shares. Mr John Pender had bought 1000 shares. He was also chairman of Globe Telegraph and Trust Company Ltd, a holding company of a large group with compet ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Edwards V Halliwell
''Edwards v Halliwell'' 9502 All ER 1064 is a UK labour law and UK company law case about the internal organisation of a trade union, or a company, and litigation by members to make an executive follow the organisation's internal rules. Facts Some members of the National Union of Vehicle Builders sued the executive committee for increasing fees. Rule 19 of the union constitution required a ballot and a two-thirds approval level by members. Instead a delegate meeting had purported to allow the increase without a ballot. Judgment Jenkins LJ granted the members' application. He held that under the rule in ''Foss v Harbottle'' the union itself is ''prima facie'' the proper plaintiff and if a simple majority can make an action binding, then no case can be brought. But there are exceptions to the rule. First, if the action is ''ultra vires'' a member may sue. Second, if the wrongdoers are in control of the union's right to sue there is a "fraud on the minority", and an individual membe ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Cockburn V
Cockburn may refer to: People *Cockburn (surname), a surname of Scottish origin Places Australia *City of Cockburn, Local Government Area of Western Australia, named after Admiral Sir George Cockburn *Electoral district of Cockburn, seat in the Western Australian parliament *Cockburn, South Australia, a locality on the NSW-SA state border *Cockburn River, tributary of the Namoi River, NSW *Cockburn Central, Western Australia, in the southern suburbs of Perth Canada *Cockburn Island (Ontario), a island in Lake Huron * Cape Cockburn (Nunavut), a cape at the southern end of Bathurst Island in Nunavut * Cockburn River (Nunavut), a river in north-central Baffin Island in Nunavut Caribbean * Cockburn Gardens, a district in the eastern part of Kingston, Jamaica *Cockburn Harbour, a settlement in the Turks and Caicos Islands *Cockburn Town, the capital city of the Turks and Caicos Islands *Cockburn Town, Bahamas on San Salvador Island in the Bahamas, named after Sir Francis Cock ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Smith V Croft (No 2)
''Smith v Croft (No 2)'' 988Ch 114 is a UK company law case concerning derivative claims. Its principle that in allowing a derivative claim to continue the court will have regard to the majority of the minority's views has been codified in Companies Act 2006, section 263(4). Facts Minority shareholders claimed to recover money paid away contrary to the financial assistance prohibition (now found at section 678 of the Companies Act 2006) and being ''ultra vires''. They had 14% of the company's shares, the defendants held 63%, and another shareholder, who did not want litigation, held 21%. Judgment Knox J held that if the claimants were a minority even after the wrongdoers were taken out of the equation, then there is no right to sue, even with a ''Foss v Harbottle'' exception. Independence is a question of fact. He followed '' Burland v Earle'' in Lord Davey’s ''dicta'' that shareholders cannot have a bigger right to sue than the company with its procedural and substantive li ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Ultra Vires
('beyond the powers') is a Latin phrase used in law to describe an act which requires legal authority but is done without it. Its opposite, an act done under proper authority, is ('within the powers'). Acts that are may equivalently be termed "valid", and those that are termed "invalid". Legal issues relating to can arise in a variety of contexts: * Companies and other legal persons sometimes have limited legal capacity to act, and attempts to engage in activities beyond their legal capacities may be . Most countries have restricted the doctrine of in relation to companies by statute. * Similarly, statutory and governmental bodies may have limits upon the acts and activities which they legally engage in. * Subordinate legislation which is purported passed without the proper legal authority may be invalid as beyond the powers of the authority which issued it. Corporate law In corporate law, describes acts attempted by a corporation that are beyond the scope of powers ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Corporations Act 2001
The ''Corporations Act 2001'' (Cth) is an Act of the Parliament of Australia, which sets out the laws dealing with business entities in the Commonwealth of Australia. The company is the Act's primary focus, but other entities, such as partnerships and managed investment schemes, are also regulated. The Act is the foundational basis of Australian corporate law, with every Australian state having adopted the Act as required by the Australian Constitution. The Act is the principal legislation regulating companies in Australia. It regulates matters such as the formation and operation of companies (in conjunction with a constitution that may be adopted by a company), duties of officers, takeovers and fundraising. Background Constitutional basis Australian corporate law was the subject of a successful legal challenge in the High Court of Australia in ''New South Wales v Commonwealth'' (1990) ('The Corporations Act Case'). In that case, the Commonwealth was found to have insuf ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Unfair Prejudice
Unfair prejudice in United Kingdom, company law is a statutory form of action that may be brought by aggrieved shareholders against their company. Under the Companies Act 2006 the relevant provision is s 994, the identical successor to s 459 Companies Act 1985. Unfair prejudice actions have generated an enormous body of cases, many of which are called "Re A Company", with only a six-digit number and report citation to distinguish them. They have become a substitute for the more restrictive conditions on a "derivative action", as an exception to the rule in ''Foss v Harbottle''. Though not restricted in such a way, unfair prejudice claims are primarily brought in smaller, non-public companies. This is the text from the Act. Four main issues arise out of the interpretation of s.994. First of all, who has a right to complain against whom? Secondly, what specifically does the "company's affairs" mean in s.994(1)(a)? Thirdly, when is something "unfair" and at the same time "prejudicia ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
