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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] |
John Leonard Knox
Sir John Leonard Knox (6 August 1925 – 28 May 2015) was a British High Court judge, sitting in the Chancery division. He was appointed on 26 July 1985, and retired on 30 September 1996. Whilst sitting he was styled as Mr Justice Knox or Knox J. Prior to his elevation to the bench, Sir John practised as a barrister from what is now termed Radcliffe Chambers. He was Attorney-General of the Duchy of Lancaster from 1984 to 1986. Notable cases Notable judicial decisions that Knox J was involved in included: * '' Smith v Croft (No 2)'' 988Ch 114 relating to derivative claims. * '' Re Produce Marketing Consortium Ltd (No 2)'' 9895 BCC 569 relating to wrongful trading. * ''Re New Bullas Trading Ltd'' 9941 BCLC 485 at first instance, relating to floating charges. Knox J's decision at first instance was reversed by the Court of Appeal, but that decision was later overruled by the House of Lords in , effectively validating Knox J's original decision. * '' Re MC Bacon Ltd (No 1)'' ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Derivative Action
A shareholder derivative suit is a lawsuit brought by a shareholder on behalf of a corporation against a third party. Often, the third party is an insider of the corporation, such as an executive officer or director. Shareholder derivative suits are unique because under traditional corporate law, management is responsible for bringing and defending the corporation against suit. Shareholder derivative suits permit a shareholder to initiate a suit when management has failed to do so. To enable a diversity of management approaches to risks and reinforce the most common forms of corporate rules with a high degree of permissible management power, many jurisdictions have implemented minimum thresholds and grounds (procedural and substantive) to such suits. Purpose and difficulties Under traditional corporate business law, shareholders are the owners of a corporation. However, they are not empowered to control the day-to-day operations of the corporation. Instead, shareholders appoint dire ... [...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] |
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] |
Financial Assistance (share Purchase)
Financial assistance in law refers to assistance given by a company for the purchase of its own shares or the shares of its holding companies. In many jurisdictions such assistance is prohibited or restricted by law. For example, all EU member states are required to restrict financial assistance by public companies up to the limit of the company's distributable reserves, although some members go further, for example, Belgium, Bulgaria, France, and The Netherlands restrict financial assistance by all companies. Where such assistance is given in breach of applicable law it will render the relevant transaction void and may constitute a criminal offence. Outline The assistance can be of a variety of different types. The most common type of assistance is a financial guarantee for a loan and/or third party security to allow a borrower to borrow money to buy shares which is routinely given (to the extent legally possible) after a leveraged buyout in support of the new owner's acquisition ... [...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] |
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] |
Burland V Earle
Burland is a village and civil parish in the unitary authority of Cheshire East and the ceremonial county of Cheshire, England, about 2½ miles west of Nantwich. The civil parish also includes the small settlements of Burland Lower Green, Burland Upper Green, Hollin Green and Stoneley Green, as well as parts of Gradeley Green and Swanley. The eastern part of the village of Ravensmoor also falls within the civil parish (also in the parish of Baddiley). According to the 2001 census the civil parish had a total population of 582, decreasing slightly to 580 at the 2011 Census. History The civil parish formerly had populations of 371 (1801), 627 (1851), 581 (1901) and 546 (1951). Governance Burland is administered by Burland Parish Council. The council consists of nine councillors, who meet monthly. In 2011 the Parish Council launched their own website. From 1974 the civil parish was served by Crewe and Nantwich Borough Council, which was succeeded on 1 April 2009 by the unitary auth ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Obiter Dictum
''Obiter dictum'' (usually used in the plural, ''obiter dicta'') is a Latin phrase meaning "other things said",''Black's Law Dictionary'', p. 967 (5th ed. 1979). that is, a remark in a legal opinion that is "said in passing" by any judge or arbitrator. It is a concept derived from English common law, whereby a judgment comprises only two elements: ''ratio decidendi'' and ''obiter dicta''. For the purposes of judicial precedent, ''ratio decidendi'' is binding, whereas ''obiter dicta'' are persuasive only. Significance A judicial statement can be ''ratio decidendi'' only if it refers to the crucial facts and law of the case. Statements that are not crucial, or which refer to hypothetical facts or to unrelated law issues, are ''obiter dicta''. ''Obiter dicta'' (often simply ''dicta'', or ''obiter'') are remarks or observations made by a judge that, although included in the body of the court's opinion, do not form a necessary part of the court's decision. In a court opinion, ''obiter ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Law Commission (England And Wales)
In England and Wales the Law Commission ( cy, Comisiwn y Gyfraith) is an independent law commission set up by Parliament by the Law Commissions Act 1965 to keep the law of England and Wales under review and to recommend reforms. The organisation is headed by a Chairman (currently Sir Nicholas Green, a judge of the Court of Appeal) and four Law Commissioners. It proposes changes to the law that will make the law simpler, more accessible, fairer, modern and more cost-effective. It consults widely on its proposals and in the light of the responses to public consultation, it presents recommendations to the UK Parliament that, if legislated upon, would implement its law reform recommendations. The commission is part of the Commonwealth Association of Law Reform Agencies. Activities The Law Commissions Act 1965 requires the Law Commission to submit "programmes for the examination of different branches of the law" to the Lord Chancellor for his approval before undertaking new work. ... [...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] |
