Russell V Northern Bank Development Corp Ltd
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Russell V Northern Bank Development Corp Ltd
''Russell v Northern Bank Development Corp Ltd'' 9921 WLR 588 is a leading case on shareholders' rights in the United Kingdom in which the House of Lords held that a private shareholders' agreement could not fetter a company's statutory powers but could bind the voting rights of those parties to the agreement. Facts Four executives of a brick works in Dungannon, County Tyrone were shareholders, with 20 shares each, in a company called Tyrone Brick Limited (T.B.L) alongside Northern Bank Development Corporation, which held 120 shares. Eight hundred other shares were not allotted.''Russell v Northern Bank Development Corp Ltd'' 9921 WLR 588 at 590. All executives, Northern Bank, and the company T.B.L itself, were parties to a shareholders' agreement with a clause that stated, "No further share capital shall be created or issued in the company or the rights attaching to the shares already in issue in any way altered (save as herein set out) or any share transfer of the existing sh ...
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House Of Lords
The House of Lords, also known as the House of Peers, is the Bicameralism, upper house of the Parliament of the United Kingdom. Membership is by Life peer, appointment, Hereditary peer, heredity or Lords Spiritual, official function. Like the House of Commons of the United Kingdom, House of Commons, it meets in the Palace of Westminster in London, England. The House of Lords scrutinises Bill (law), bills that have been approved by the House of Commons. It regularly reviews and amends bills from the Commons. While it is unable to prevent bills passing into law, except in certain limited circumstances, it can delay bills and force the Commons to reconsider their decisions. In this capacity, the House of Lords acts as a check on the more powerful House of Commons that is independent of the electoral process. While members of the Lords may also take on roles as government ministers, high-ranking officials such as cabinet ministers are usually drawn from the Commons. The House of Lo ...
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Brick
A brick is a type of block used to build walls, pavements and other elements in masonry construction. Properly, the term ''brick'' denotes a block composed of dried clay, but is now also used informally to denote other chemically cured construction blocks. Bricks can be joined using mortar, adhesives or by interlocking them. Bricks are usually produced at brickworks in numerous classes, types, materials, and sizes which vary with region and time period, and are produced in bulk quantities. ''Block'' is a similar term referring to a rectangular building unit composed of similar materials, but is usually larger than a brick. Lightweight bricks (also called lightweight blocks) are made from expanded clay aggregate. Fired bricks are one of the longest-lasting and strongest building materials, sometimes referred to as artificial stone, and have been used since circa 4000 BC. Air-dried bricks, also known as mud-bricks, have a history older than fired bricks, and have an additi ...
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United Kingdom 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 ...
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House Of Lords Cases
A house is a single-unit residential building. It may range in complexity from a rudimentary hut to a complex structure of wood, masonry, concrete or other material, outfitted with plumbing, electrical, and heating, ventilation, and air conditioning systems.Schoenauer, Norbert (2000). ''6,000 Years of Housing'' (rev. ed.) (New York: W.W. Norton & Company). Houses use a range of different roofing systems to keep precipitation such as rain from getting into the dwelling space. Houses may have doors or locks to secure the dwelling space and protect its inhabitants and contents from burglars or other trespassers. Most conventional modern houses in Western cultures will contain one or more bedrooms and bathrooms, a kitchen or cooking area, and a living room. A house may have a separate dining room, or the eating area may be integrated into another room. Some large houses in North America have a recreation room. In traditional agriculture-oriented societies, domestic animals such a ...
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Cambridge Law Journal
''The Cambridge Law Journal'' is a peer-reviewed academic law journal, and the principal academic publication of the Faculty of Law, University of Cambridge. It is published by Cambridge University Press, and is the longest established university law journal in the United Kingdom. Based on the outcomes of the 2001 Research Assessment Exercise a 2006 analysis ranked the journal as overall the 7th most influential in the United Kingdom. History The Cambridge Law Journal was founded as a student publication by the Cambridge University Law Society. As it gained recognition for quality, its management was taken over by the Faculty of Law, University of Cambridge The Faculty of Law, Cambridge is the law school of the University of Cambridge. The study of law at the University of Cambridge began in the thirteenth century. The faculty sits the oldest law professorship in the English-speaking world, the .... References External links * Publications established in 1921 Bri ...
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Eilís Ferran
Eilís Veronica Ferran, FBA (born 14 March 1962) is a Northern Irish solicitor, legal scholar, and academic administrator. As an academic, she specialises in company law, financial regulation, and corporate finance. She has been Professor of Company and Securities Law at the University of Cambridge since 2005, and its Pro-Vice-Chancellor for Institutional and International Relations since 2015. Early life and education Ferran was born on 14 March 1962 in Belfast, Northern Ireland. She was educated at St Dominic's High School, an all-girls Catholic School in Belfast. In 1980, she matriculated into St Catharine's College, Cambridge to study law. She was the first member of her family to attend the University of Cambridge. She graduated with a first class Bachelor of Arts (BA) degree in 1983; as is the privilege of Cambridge graduates, she was able to apply for her BA to be promoted to a Master of Arts (MA Cantab) degree in 1986. In 1992, she was awarded a Doctorate of Philos ...
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County Tyrone
County Tyrone (; ) is one of the six Counties of Northern Ireland, counties of Northern Ireland, one of the nine counties of Ulster and one of the thirty-two traditional Counties of Ireland, counties of Ireland. It is no longer used as an administrative division for local government but retains a strong identity in popular culture. Adjoined to the south-west shore of Lough Neagh, the county covers an area of and has a population of about 177,986; its county town is Omagh. The county derives its name and general geographic location from Tír Eoghain, a Gaelic kingdom under the O'Neill dynasty which existed until the 17th century. Name The name ''Tyrone'' is derived , the name given to the conquests made by the Cenél nEógain from the provinces of Airgíalla and Ulaid.Art Cosgrove (2008); "A New History of Ireland, Volume II: Medieval Ireland 1169-1534". Oxford University Press. Historically, it was anglicised as ''Tirowen'' or ''Tyrowen'', which are closer to the Irish pronunci ...
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Dungannon
Dungannon () is a town in County Tyrone, Northern Ireland. It is the second-largest town in the county (after Omagh) and had a population of 14,340 at the 2011 Census. The Dungannon and South Tyrone Borough Council had its headquarters in the town, though since 2015 it has been covered by Mid-Ulster District Council. For centuries, it was the 'capital' of the O'Neill dynasty of Tír Eoghain, who dominated most of Ulster and built a castle on the hill. After the O'Neills' defeat in the Nine Years' War, the English founded a plantation town on the site, which grew into what is now Dungannon. Dungannon has won Ulster in Bloom's Best Kept Town Award five times. It currently has the highest percentage of immigrants of any town in Northern Ireland. History For centuries, Dungannon's fortunes were closely tied to that of the O'Neill dynasty which ruled a large part of Ulster until the 17th century. Dungannon was the clan's main stronghold. The traditional site of inauguration f ...
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Shareholders' Agreement
A shareholders' agreement (sometimes referred to in the U.S. as a stockholders' agreement) (SHA) is an agreement amongst the shareholders or members of a company. In practical effect, it is analogous to a partnership agreement. It can be said that some jurisdictions fail to give a proper definition to the concept of shareholders' agreement, however particular consequences of this agreements are defined so far. There are advantages of the shareholder's agreement; to be specific, it helps the corporate entity to maintain the absence of publicity and keep the confidentiality. Nonetheless, there are also some disadvantages that should be considered, such as the limited effect to the third parties (especially assignees and share purchasers) and alternation of the stipulated articles can be time consuming. Purpose In strict legal theory, the relationships amongst the shareholders and those between the shareholders and the company are regulated by the constitutional documents of the compa ...
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Hugh Griffiths, Baron Griffiths
William Hugh Griffiths, Baron Griffiths, MC, PC (26 September 1923 – 30 May 2015) was a British soldier, cricketer, barrister, judge and life peer. The son of Sir Hugh Griffiths, he was educated at Charterhouse School and St John's College, Cambridge. During the Second World War he served in the Welsh Guards, receiving a Military Cross in 1944 for an action in which he disarmed a German tank. Griffiths was called to the Bar, Inner Temple in 1949, and became a Queen's Counsel in 1964. From 1962 to 1964, he was Recorder of Margate, and from 1964 to 1970 of Cambridge. In 1971, Griffiths was knighted and was made Judge of the High Court of Justice, Queen's Bench Division, a post he held until 1980. Between 1980 and 1985, he was Lord Justice of Appeal, and between 1985 and 1993 Lord of Appeal in Ordinary, and was created, on 23 May 1985, a life peer with the title Baron Griffiths, of Govilon, in the County of Gwent on his appointment. Griffiths married three times: first ...
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Judicial Functions Of The House Of Lords
Whilst the House of Lords of the United Kingdom is the upper chamber of Parliament and has government ministers, it for many centuries had a judicial function. It functioned as a court of first instance for the trials of peers, for impeachments, and as a court of last resort in the United Kingdom and prior, the Kingdom of Great Britain and the Kingdom of England. Appeals were technically not to the House of Lords, but rather to the King-in-Parliament. In 1876, the Appellate Jurisdiction Act devolved the appellate functions of the House to an Appellate Committee, composed of Lords of Appeal in Ordinary (informally referred to as Law Lords). They were then appointed by the Lord Chancellor in the same manner as other judges. During the 20th and early 21st century, the judicial functions were gradually removed. Its final trial of a peer was in 1935, and in 1948, the use of special courts for such trials was abolished. The procedure of impeachment became seen as obsolete. In 2009, t ...
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Shareholders In The United Kingdom
Shareholders in the United Kingdom are people and organisations who buy share (finance), shares in UK companies. In large companies, such as those on the FTSE100, shareholders are overwhelmingly large institutional investors, such as pension funds, insurance companies, mutual funds or similar foreign organisations. UK shareholders have the most favourable set of rights in the world in their ability to control directors of corporations. UK company law gives shareholders the ability to, *remove the board of directors with a simple majority of votes *change the company constitution with a three quarter vote (unless a higher figure is in the constitution) *wind up (i.e. liquidate) the company with a three quarter vote *veto any sale of a significant percentage of company assets *veto by a majority any restriction on ability to freely trade their shares, such as a Anti-takeover, poison pill Shareholders also owe one another duties, and owe duties under the Stewardship Code to exercise ...
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