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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] |
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] |
Board Of Directors
A board of directors (commonly referred simply as the board) is an executive committee that jointly supervises the activities of an organization, which can be either a for-profit or a nonprofit organization such as a business, nonprofit organization, or a government agency. The powers, duties, and responsibilities of a board of directors are determined by government regulations (including the jurisdiction's corporate law) and the organization's own constitution and by-laws. These authorities may specify the number of members of the board, how they are to be chosen, and how often they are to meet. In an organization with voting members, the board is accountable to, and may be subordinate to, the organization's full membership, which usually elect the members of the board. In a stock corporation, non-executive directors are elected by the shareholders, and the board has ultimate responsibility for the management of the corporation. In nations with codetermination (such as Germ ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Articles Of Association
In corporate governance, a company's articles of association (AoA, called articles of incorporation in some jurisdictions) is a document which, along with the memorandum of association (in cases where it exists) form the company's constitution, and defines the responsibilities of the directors, the kind of business to be undertaken, and the means by which the shareholders exert control over the board of directors. Articles of association are very critical documents to corporate operations, as they may regulate both internal and external affairs. Articles of incorporation, also referred to as the certificate of incorporation or the corporate charter, is a document or charter that establishes the existence of a corporation in the United States and Canada. They generally are filed with the Secretary of State in the U.S. State where the company is incorporated, or other company registrar. An equivalent term for limited liability companies (LLCs) in the United States is articles ... [...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] |
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] |
John Eldon Bankes
Sir John Eldon Bankes, (17 April 1854 – 31 December 1946) was a Welsh judge of the King's Bench Division of the High Court of Justice, and later the Lord Justice of Appeal. Biography Born in Northop, Flintshire on 17 April 1854, he was the eldest son of John Scott Bankes (1826-1896) and his first wife, Annie (1829-1876), daughter of Sir John Jervis, himself a chief justice. He was educated at Eton College and Christ Church, Oxford, where he rowed for Oxford University Boat Club. Called to the Bar in 1878, he took silk in 1901. Whilst on the bench, he was often referred to as J. Eldon Bankes. In 1910 he became a judge of the High Court, and in 1915 a Lord Justice of Appeal and a Privy Councillor. He retired from the bench in 1927. Bankes was chairman of Quarter Sessions in Flintshire for 33 years, and as a Conservative an active member of Flintshire County Council, of which he was chairman in 1933. He unsuccessfully fought for one of the Flintshire constituencies in ... [...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] |
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] |
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] |
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] |
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] |
