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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] |
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] |
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 Par ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Shilling (British Coin)
The British shilling, abbreviated "1/-", was a unit of currency and a denomination of sterling coinage worth of one pound, or twelve pence. It was first minted in the reign of Henry VII as the testoon, and became known as the shilling, from the Old English , sometime in the mid-16th century. It circulated until 1990. The word ''bob'' was sometimes used for a monetary value of several shillings, e.g. "ten-bob note". Following decimalisation on 15 February 1971 the coin had a value of five new pence, and a new coin of the same value but labelled as "five new pence" or "five pence" was minted with the same size as the shilling until 1990, after which the shilling no longer remained legal tender. It was made from silver from its introduction in or around 1503 until 1946, and thereafter in cupronickel. Before Decimal Day in 1971, sterling used the Carolingian monetary system ("£sd"), under which the largest unit was a pound (£) divided into 20 shillings (s), each of 12 pence (d ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Pari Passu
''Pari passu'' is a Latin phrase that literally means "with an equal step" or "on equal footing". It is sometimes translated as "ranking equally", "hand-in-hand", "with equal force", or "moving together", and by extension, "fairly", "without partiality". Etymology :* '' pari'' is the ablative singular masculine (since it must grammatically agree with ''passu'') of the adjective ''par'', "equal". If it were nominative, "an equal step" it would be ''par passus''. :* ''passu'' is the ablative of the Latin noun ''passus'', "step". This term is commonly used in law. ''Black's Law Dictionary'' (8th ed., 2004) defines ''pari passu'' as "proportionally; at an equal pace; without preference". Usage In inheritance In inheritance, a ''pari passu'' (''per capita'') distribution can be distinguished from a ''per stirpes'' (by family branch) distribution. For example, suppose a testator had two children A and B. A has two children, and B has three. * If the testator leaves his or her en ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Lord Evershed MR
Francis Raymond Evershed, 1st Baron Evershed, PC (8 August 1899 – 3 October 1966) was a British judge who served as Master of the Rolls, and subsequently became a Law Lord. Background and education Evershed was the son of Frank Evershed, a brewer and sportsman, and his wife Florence Helen, daughter of Thomas Lowe. He was educated at Clifton College and Balliol College, Oxford. During the First World War he was a Second Lieutenant in the Royal Engineers. In January 1923, he was called to the bar by Lincoln's Inn. He then practiced at the Chancery bar. Legal and judicial career Evershed was made a K.C. in 1933 and a Bencher of Lincoln's Inn in 1938. He became a High Court Judge in 1944 when he was knighted, and Lord Justice of Appeal in 1947, when he was also made a Privy Counsellor. Between 1949 and 1962, he was Master of the Rolls and served as the U.K. Member of the Permanent Court of Arbitration at The Hague in 1950. He was raised to the peerage as Baron Evershed, of Sta ... [...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] |
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] |
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] |
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] |
