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O'Donnell V Shanahan
is a UK company law case concerning the strict prohibition on any possibility of a conflict of interest between a company director's duty to promote her company's success and her own gain. Facts Allied Business & Financial Consultants Ltd was a small company, with its office above the Charles Dickens pub at 160 Union Street in Southwark. The directors were former Bank of Ireland employees, who had set up the company in 1988, and included Ms O'Donnell and Mr Shanahan who were both directors. Ms O'Donnell had fallen out with the other members allegedly after (among other things) Mr Shanahan had diverted a property investment opportunity - to buy an interest in the fifth floor of Aria House, above the Playhouse Theatre, 23 Craven Street, near Embankment - to one of his own companies. Ms O'Donnell contended that this diversion was a breach of Mr Shanahan's duty as a director to act without any possibility of a conflict of interest, and because Allied Business Ltd could possibly have ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
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 ... [...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] |
Court Of Appeal (England And Wales) Cases
A court of appeals, also called a court of appeal, appellate court, appeal court, court of second instance or second instance court, is any court of law that is empowered to hear an appeal of a trial court or other lower tribunal. In much of the world, court systems are divided into at least three levels: the trial court, which initially hears cases and reviews evidence and testimony to determine the facts of the case; at least one intermediate appellate court; and a supreme court (or court of last resort) which primarily reviews the decisions of the intermediate courts, often on a discretionary basis. A particular court system's supreme court is its highest appellate court. Appellate courts nationwide can operate under varying rules. Under its standard of review, an appellate court decides the extent of the deference it would give to the lower court's decision, based on whether the appeal were one of fact or of law. In reviewing an issue of fact, an appellate court ordinar ... [...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] |
Bhullar V Bhullar
is a leading UK company law case on the principle that directors must avoid any possibility of a conflict of interest, particular relating to corporate opportunities. It was not decided under, but is relevant to, section 175 of the Companies Act 2006. Facts Bhullar Bros Ltd was owned by families of two brothers. Each side owned 50% of ordinary shares. The directors were Mr Mohan Bhullar, his son Tim, Mr Sohan Bhullar and his sons Inderjit and Jatinderjit. The company had a grocery store at 44 Springwood Street, Huddersfield. It also owned an investment property called Springbank Works, Leeds Road, which was leased to a bowling alley business called UK Superbowl Ltd. In 1998 the families began to fall out. Mohan and Tim told the board they wished for the company to buy no further investment properties. Negotiations began to split up the company, but they were unsuccessful. In 1999, Inderjit went bowling at the UK Superbowl Ltd alley. He noticed that the carpark next door (cal ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Parker V McKenna
''Parker v McKenna'' (1874–75) LR 10 Ch App 96 is a UK company law case, concerning the rule against having any conflict of interest. Facts Mr McKenna was one of four directors of the National Bank of Ireland, a joint stock bank. In 1864 resolutions were passed to increase the capital by issuing 20,000 £50 shares. They were to be offered to old shareholders first according to how many they already held, for a £25 premium and £5 as a first call. Any not bought would be sold by directors at a £30 premium. The directors allotted 9778 shares to a Mr Stock, who paid only £5 a share. It was arranged that the certificates would be withheld, the bank had a lien on the shares for the premiums and no transfer could be made till £30 was paid up. He then said he could not take so many and asked the directors to relieve him. They took many at £30 a share, and then sold them on at a profit. The £30 per share was always paid to the bank. Judgment Lord Cairns LC, Sir WM James LJ and S ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Keech V Sandford
is a foundational case, deriving from English trusts law, on the fiduciary duty of loyalty. It concerns the law of trusts and has affected much of the thinking on directors' duties in company law. It holds that a trustee owes a strict duty of loyalty so that there can never be a possibility of ''any'' conflict of interest. The case's importance derives partly from its historical context, with the South Sea Bubble. Lord King LC, who decided the case, replaced the former Lord Chancellor, Thomas Parker, 1st Earl of Macclesfield who was tried and found guilty in 1725 for accepting bribes and speculating with and losing client money in the South Sea crash. Lord Macclesfield had, probably not coincidentally previously held that a fiduciary was entitled to take money from a trust, invest it on their own behalf, and keep the profit, if they restored money to the trust. ''Keech'' reversed this, and the law in England and the UK has maintained a strict opposition to any possibility of a ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Companies Act 2006
The Companies Act 2006 (c 46) is an Act of the Parliament of the United Kingdom which forms the primary source of UK company law. The Act was brought into force in stages, with the final provision being commenced on 1 October 2009. It largely superseded the Companies Act 1985. The Act provides a comprehensive code of company law for the United Kingdom, and made changes to almost every facet of the law in relation to companies. The key provisions are: * the Act codifies certain existing common law principles, such as those relating to directors' duties. * it transposes into UK law the Takeover Directive and the Transparency Directive of the European Union * it introduces various new provisions for private and public companies. * it applies a single company law regime across the United Kingdom, replacing the two separate (if identical) systems for Great Britain and Northern Ireland. * it otherwise amends or restates almost all of the Companies Act 1985 to varying degrees. The ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Companies Act 1985
The Companies Act 1985 (c. 6) is an Act of the Parliament of the United Kingdom of Great Britain and Northern Ireland, enacted in 1985, which enabled companies to be formed by registration, and set out the responsibilities of companies, their directors and secretaries. It has largely been superseded by the Companies Act 2006. The Act was a consolidation of various other pieces of company legislation, and was one component of the rules governing companies in England and Wales and in Scotland. A company will also be governed by its own memorandum and articles of association. Table A, which lays out default articles of association, was not included in the body of the Act, as it had been in all previous Companies Acts. Instead, it was introduced by statutory instrument - the Companies (Tables A to F) Regulations 1985. The Act applied only to companies incorporated under it, or under earlier Companies Acts. Sole traders, partnerships, limited liability partnerships etc. were not g ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Embankment Tube Station
Embankment is a London Underground station in the City of Westminster, known by various names during its history. It is served by the Circle, District, Northern and Bakerloo lines. On the Bakerloo line and the Charing Cross branch of the Northern line, the station is between Waterloo and Charing Cross stations; on the Circle and District lines, it is between Westminster and Temple and is in Travelcard Zone 1. The station has two entrances, one on Victoria Embankment and the other on Villiers Street. The station is adjacent to Victoria Embankment Gardens and is close to Charing Cross station, Embankment Pier, Hungerford Bridge, Cleopatra's Needle, the Royal Air Force Memorial, the Savoy Chapel and Savoy Hotel and the Playhouse and New Players Theatres. The station is in two parts: sub-surface platforms opened on 30 May 1870 by the District Railway (DR) as part of the company's extension of the ''Inner Circle'' eastwards from Westminster to Blackfriars and deep-level platforms o ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Mark Waller (judge)
Sir George Mark Waller PC (born 13 October 1940) is a former Lord Justice of Appeal who served as the Vice-President of the Civil Division of the Court of Appeal of England and Wales. The son of the Rt Hon Sir George Waller, he was educated at Oundle School and read law at King's College, Durham (now Newcastle University) before being called to the Bar in 1964 and is a Bencher at Gray's Inn. He became a Queen's Counsel in 1979, and was served as a Recorder from 1986 to 1989. He was appointed to the Queen's Bench Division of the High Court of Justice on 25 May 1989, being awarded the customary knighthood, and served until 1996. He was Presiding Judge of the North Eastern Circuit from 1992 to 1995. He was appointed to the Court of Appeal on 1 October 1996, and appointed a Privy Counsellor at that time. He served as Chairman of the Judicial Studies Board from 1999 to 2003, and has served as President of the Council of Inns of Court and the Bar since 2003. He was Vice-President of ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
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