|
Corporate Benefit
The interest of the company (sometimes company benefit or commercial benefit) is a concept that the board of directors in corporations are in most legal systems required to use their powers for the commercial benefit of the company and its members. At common law, transactions which were not ostensibly beneficial to the company were set aside as being void as against the company. Background An early illustration of this principle is to be found in '' Hutton v West Cork Railway Co'' (1883) 23 Ch D 654, where the English Court of Appeal held that the paying of a gratuity to employees prior to their dismissal was an improper exercise of the powers of the company, because the company was no longer a going concern, and thus stood to obtain no benefit (and no furtherance of its objects) through the payment of the gratuity; as Bowen LJ memorably remarked: "there are to be no cakes and ale except such as are required for the benefit of the company." (The decision itself is reversed by stat ... [...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] |
Contract Law
A contract is a legally enforceable agreement between two or more parties that creates, defines, and governs mutual rights and obligations between them. A contract typically involves the transfer of goods, services, money, or a promise to transfer any of those at a future date. In the event of a breach of contract, the injured party may seek judicial remedies such as damages or rescission. Contract law, the field of the law of obligations concerned with contracts, is based on the principle that agreements must be honoured. Contract law, like other areas of private law, varies between jurisdictions. The various systems of contract law can broadly be split between common law jurisdictions, civil law jurisdictions, and mixed law jurisdictions which combine elements of both common and civil law. Common law jurisdictions typically require contracts to include consideration in order to be valid, whereas civil and most mixed law jurisdictions solely require a meeting of the min ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
US Corporate Law
United States corporate law regulates the governance, finance and power of corporations in US law. Every state and territory has its own basic corporate code, while federal law creates minimum standards for trade in company shares and governance rights, found mostly in the Securities Act of 1933 and the Securities and Exchange Act of 1934, as amended by laws like the Sarbanes–Oxley Act of 2002 and the Dodd–Frank Wall Street Reform and Consumer Protection Act. The US Constitution was interpreted by the US Supreme Court to allow corporations to incorporate in the state of their choice, regardless of where their headquarters are. Over the 20th century, most major corporations incorporated under the Delaware General Corporation Law, which offered lower corporate taxes, fewer shareholder rights against directors, and developed a specialized court and legal profession. Nevada has done the same. Twenty-four states follow the Model Business Corporation Act, while New York and Calif ... [...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] |
Unsecured Creditor
An unsecured creditor is a creditor other than a preferential creditor that does not have the benefit of any security interests in the assets of the debtor. In the event of the bankruptcy of the debtor, the unsecured creditors usually obtain a ''pari passu'' distribution out of the assets of the insolvent company on a liquidation in accordance with the size of their debt after the secured creditors have enforced their security and the preferential creditors have exhausted their claims. Although in a liquidation the unsecured creditors will usually realize the smallest proportion of their claims, in some legal systems, unsecured creditors who are also indebted to the insolvent debtor can (and in some jurisdictions, must) set off the debts, putting the unsecured creditor with a matured liability to the debtor in a pre-preferential position. See also * Preferential creditor * Secured creditor A secured creditor is a creditor with the benefit of a security interest over some or all ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Floating Charge
A floating charge is a security interest over a fund of changing assets of a company or other legal person. Unlike a fixed charge, which is created over ascertained and definite property, a floating charge is created over property of an ambulatory and shifting nature, such as receivables and stock. The floating charge 'floats' or 'hovers' until the point at which it is converted ("crystallised") into a ''fixed charge'', attached to specific assets of the business. This crystallisation can be triggered by a number of events. In most common law jurisdictions it is an implied term in the security documents creating floating charges that a cessation of the company's right to deal with the assets (including by reason of insolvency proceedings) in the ordinary course of business leads to automatic crystallisation. Additionally, security documents will usually include express terms that a default by the person granting the security will trigger crystallisation. In most countries float ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Security Interest
In finance, a security interest is a legal right granted by a debtor to a creditor over the debtor's property (usually referred to as the ''collateral'') which enables the creditor to have recourse to the property if the debtor defaults in making payment or otherwise performing the secured obligations. One of the most common examples of a security interest is a mortgage: a person borrows money from the bank to buy a house, and they grant a mortgage over the house so that if they default in repaying the loan, the bank can sell the house and apply the proceeds to the outstanding loan. Although most security interests are created by agreement between the parties, it is also possible for a security interest to arise by operation of law. For example, in many jurisdictions a mechanic who repairs a car benefits from a lien over the car for the cost of repairs. This lien arises by operation of law in the absence of any agreement between the parties. Most security interests are grant ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Undervalue Transaction
An undervalue transaction is a transaction entered into by a company who subsequently goes into bankruptcy which the court orders be set aside, usually upon the application of a liquidator for the benefit of the debtor's creditors. This can occur where the transaction was seriously disadvantageous to the company and the company was insolvent or in immediate risk of becoming insolvent. Overview Under ordinary principles of contract law, the courts will not generally look into the adequacy of the consideration provided by either side. However, if a company is in real peril of going bankrupt, many legal systems provide for a mechanism which allows these transactions to be unwound, so as to prevent prejudice to the creditors of the company. Normally, for a transaction to be set aside as an undervalue transaction, the liquidator or equivalent must demonstrate that: #the consideration received by the company in the transaction, in money or money's worth is significantly less than the ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Consideration Under English Law
Consideration is an English common law concept within the law of contract, and is a necessity for simple contracts (but not for special contracts by deed). The concept of consideration has been adopted by other common law jurisdictions, including the US. Consideration can be anything of value (such as any goods, money, services, or promises of any of these), which each party gives as a quid pro quo to support their side of the bargain. Mutual promises constitute consideration for each other. If only one party offers consideration, the agreement is a "bare promise" and is unenforceable. Value According to ''Currie v Misa'', consideration for a particular promise exists where some ''right'', ''interest'', ''profit'' or ''benefit'' accrues (''or will accrue'') to the promisor as a direct result of some ''forbearance'', ''detriment'', ''loss'' or ''responsibility'' that has been given, suffered or undertaken by the promisee. Forbearance to act amounts to consideration only if one is ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Enforceable
An unenforceable contract or transaction is one that is valid but one the court will not enforce. Unenforceable is usually used in contradiction to void (or ''void ab initio'') and voidable. If the parties perform the agreement, it will be valid, but the court will not compel them if they do not. An "agreement to agree", where a purported contract contains an obligation to enter into a subsequent agreement in the future, the terms of which are not certain at the time of the initial agreement, is generally considered to lack sufficient certainty to constitute a legally enforceable contract and is therefore unenforceable. However, an agreement under which "the parties contemplate entering into a further, more formal, agreement later" may be enforceable. Prostitution An example of a transaction which is an unenforceable contract is a contract for prostitution under English law. Prostitution is not actually a crime under English law, but both soliciting a prostitute and living off t ... [...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] |
