Isle Of Wight Rly Co V Tahourdin
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Isle Of Wight Rly Co V Tahourdin
''Isle of Wight Railway Company v Tahourdin'' (1884) LR 25 Ch D 320 is a UK company law case on removing directors under the old Companies Clauses Act 1845. In the modern Companies Act 2006, section 168 allows shareholders to remove of directors by a majority vote on reasonable notice, regardless of what the company constitution says. Before 1945, removal of directors depended on the constitution, however this case contains some useful guidance on how to properly construe the provisions of a constitution. Facts The shareholders of the Isle of Wight Railway Co instructed the board of directors to call a meeting so they could (1) appoint a meeting to investigate and potentially rearrange the company's management, and also (2) decide whether to remove the present directors and elect new ones. The directors called a meeting “for the purpose of considering and determining upon a demand of the requisitionists for the appointment of a committee to inquire into the working and general m ...
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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 ...
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Companies Clauses Act
A company, abbreviated as co., is a legal entity representing an association of people, whether natural, legal or a mixture of both, with a specific objective. Company members share a common purpose and unite to achieve specific, declared goals. Companies take various forms, such as: * voluntary associations, which may include nonprofit organizations * business entities, whose aim is generating profit * financial entities and banks * programs or educational institutions A company can be created as a legal person so that the company itself has limited liability as members perform or fail to discharge their duty according to the publicly declared incorporation, or published policy. When a company closes, it may need to be liquidated to avoid further legal obligations. Companies may associate and collectively register themselves as new companies; the resulting entities are often known as corporate groups. Meanings and definitions A company can be defined as an "artificial per ...
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1883 In British Law
Events January–March * January 4 – ''Life'' magazine is founded in Los Angeles, California, United States. * January 10 – A fire at the Newhall Hotel in Milwaukee, Wisconsin, United States, kills 73 people. * January 16 – The Pendleton Civil Service Reform Act, establishing the United States civil service, is passed. * January 19 – The first electric lighting system employing overhead wires begins service in Roselle, New Jersey, United States, installed by Thomas Edison. * February – ''The Adventures of Pinocchio'' by Carlo Collodi is first published complete in book form, in Italy. * February 15 – Tokyo Electrical Lightning Grid, predecessor of Tokyo Electrical Power (TEPCO), one of the largest electrical grids in Asia and the world, is founded in Japan. * February 16 – The ''Ladies' Home Journal'' is published for the first time, in the United States. * February 23 – Alabama becomes the first U.S. state to enac ...
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1883 In Case Law
Events January–March * January 4 – ''Life (magazine), Life'' magazine is founded in Los Angeles, California, United States. * January 10 – A Newhall House Hotel Fire, fire at the Newhall Hotel in Milwaukee, Wisconsin, United States, kills 73 people. * January 16 – The Pendleton Civil Service Reform Act, establishing the United States civil service, is passed. * January 19 – The first electric lighting system employing overhead wires begins service in Roselle, New Jersey, United States, installed by Thomas Edison. * February – ''The Adventures of Pinocchio'' by Carlo Collodi is first published complete in book form, in Italy. * February 15 – Tokyo Electrical Lightning Grid, predecessor of Tokyo Electrical Power (TEPCO), one of the largest electrical grids in Asia and the world, is founded in Japan. * February 16 – The ''Ladies' Home Journal'' is published for the first time, in the United States. * February 23 – Al ...
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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 ...
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Andrews V Gas Meter Company
''Andrews v Gas Meter Company'' (1884) LR 25 Ch D 320 is a UK company law case concerning the right of a company to amend its constitution to enable the issuing of preferential shares. Facts The company, incorporated under the 1856 and then the 1862 Acts, had £60,000 of share capital, divided into 600 £100 shares, each subdivisible by five. Capital could be increased according to art 27 by the general meeting. New shares would be the same as old shares, and there was no mention of priority or preference shares. The company wished to buy a meter manufacturing business that was in administration from one John West, and wished to change its articles to allow preferential shares to be allotted to him, as part of the consideration for the deal. There would be 100 £100 shares, carrying a preferential dividend of £5 each. Judgment Lindley LJ held that the company could issue the preferential shares. A company cannot deprive itself of the power to amend its articles by special resol ...
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Imperial Hydropathic Hotel Co, Blackpool V Hampson
''Imperial Hydropathic Hotel Co, Blackpool v Hampson'' (1883) 23 Ch D 1 is a UK company law case, concerning the interpretation of a company's articles of association. On the specific facts it has been superseded by the Companies Act 2006 section 168, which allows a director to be removed through an ordinary majority resolution of the general meeting. Facts The articles of association of the Imperial Hydropathic Hotel Co (now The Imperial Hotel Blackpool) stated that the directors should hold office for three years and retire by rotation. At a general meeting, the shareholders passed a resolution to remove two directors who were not yet due to retire, and elected two others instead. The company claimed the directors had been validly removed. Judgment The Court of Appeal held that the company's articles could not be disregarded through a shareholder resolution. Where a company's articles limit the general meeting's power, the articles must be formally amended first, and may not si ...
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AG Of Belize V Belize Telecom Ltd
is a judicial decision of the Privy Council in relation to contract law, company law and constitutional law. It concerns the correct method for interpretation and implication of terms into a company's articles of association. It was approved by the UK Supreme Court in '' Société Générale, London Branch v Geys'' and ''Marks and Spencer plc v BNP Paribas Securities Services Trust Company (Jersey) Ltd''. Facts In 1989 Belize privatised its telecommunications network. Established the year after independence in 1974, the Belize Telecommunications Authority's business and assets were transferred to a corporation called Belize Telecommunications Ltd (renamed Belize Telemedia in 2007). The government was to gradually sell off its shares, but in the process retain a "special share" (often called a golden share). According to the company's constitution, among various rights over important transactions, the special shareholder could appoint two of the eight directors. Class "B" shareh ...
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Interpreting Contracts In English Law
Interpreting is a translational activity in which one produces a first and final target-language output on the basis of a one-time exposure to an expression in a source language. The most common two modes of interpreting are simultaneous interpreting, which is done at the time of the exposure to the source language, and consecutive interpreting, which is done at breaks to this exposure. Interpreting is an ancient human activity which predates the invention of writing. However, the origins of the profession of interpreting date back to less than a century ago. History Historiography Research into the various aspects of the history of interpreting is quite new. For as long as most scholarly interest was given to professional conference interpreting, very little academic work was done on the practice of interpreting in history, and until the 1990s, only a few dozen publications were done on it. Considering the amount of interpreting activities that is assumed to have occurr ...
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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 Par ...
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Cotton LJ
Sir Henry Cotton (20 May 1821 – 22 February 1892) was a British judge. He was a Lord Justice of Appeal from 1877, when he was made a Privy Counsellor, until his retirement in 1890. Early life He was born in Leytonstone. His father William Cotton later became Governor of the Bank of England. His brother William Charles Cotton was a clergyman and beekeeper. His sister Sarah married Sir Henry Acland, who founded Acland Hospital in her memory. He attended Eton College, and later Christ Church, Oxford, where he was a student until 1852. He graduated B.A. in 1843. Career He entered Lincoln's Inn in 1843 and was called to the bar in 1846. He quickly acquired a large practice in the equity courts, and through the influence of his father was appointed standing counsel to the Bank of England. In 1866, he took silk and attached himself to the court of Vice-chancellor (Sir) Richard Malins, where he shared the leadership with Mr. W. B. Glasse. Among the important cases i ...
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