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Reflective Loss
In United Kingdom company law, reflective loss is the loss of individual shareholders that is inseparable from general loss of the company. The rule against recovery of reflective loss states that there should be no double recovery, so a shareholder can only bring a derivative action for losses of the company, and may not allege suffering a loss in a personal capacity for a personal right. Reflective loss extends beyond the diminution of the value of the shares; it extends to the loss of dividends (specifically mentioned in ''Prudential Assurance v Newman Industries Ltd'') and all other payments which the shareholder might have obtained from the company if it had not been deprived of its funds. All transactions or putative transactions between the company and its shareholders must be disregarded. In the Supreme Court of the United Kingdom restricted (but declined to abolish) the doctrine, but disapproved many of the statements made previously in ''Johnson v Gore Wood & Co'', de ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Johnson V Gore Wood & Co
is a leading UK company law decision of the House of Lords concerning (1) abuse of process relating to litigating issues which have already been determined in prior litigation or by way of settlement, (2) estoppel by convention, and (3) reflective loss of a shareholder with respect to damage which was done to the company in which he holds shares. Facts Mr Johnson was a director and majority shareholder in a number of companies, including Westway Homes Limited (referred to in the judgment as "WWH"). Gore Wood & Co were a firm of solicitors who acted for the companies and also occasionally for Mr Johnson in his personal capacity. In 1998 Gore Wood were acting for WWH and served notice under an option to acquire land from a third party upon the solicitors for that third party. The third party alleged that this was not proper service, and refused to convey the land. Legal proceedings ensued and ultimately WWH succeeded. However, because the third party was impecunious and fun ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
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 ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Shareholder
A shareholder (in the United States often referred to as stockholder) of a corporation is an individual or legal entity (such as another corporation, a body politic, a trust or partnership) that is registered by the corporation as the legal owner of shares of the share capital of a public or private corporation. Shareholders may be referred to as members of a corporation. A person or legal entity becomes a shareholder in a corporation when their name and other details are entered in the corporation's register of shareholders or members, and unless required by law the corporation is not required or permitted to enquire as to the beneficial ownership of the shares. A corporation generally cannot own shares of itself. The influence of a shareholder on the business is determined by the shareholding percentage owned. Shareholders of a corporation are legally separate from the corporation itself. They are generally not liable for the corporation's debts, and the shareholders' liabil ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Corporation
A corporation is an organization—usually a group of people or a company—authorized by the state to act as a single entity (a legal entity recognized by private and public law "born out of statute"; a legal person in legal context) and recognized as such in law for certain purposes. Early incorporated entities were established by charter (i.e. by an ''ad hoc'' act granted by a monarch or passed by a parliament or legislature). Most jurisdictions now allow the creation of new corporations through registration. Corporations come in many different types but are usually divided by the law of the jurisdiction where they are chartered based on two aspects: by whether they can issue stock, or by whether they are formed to make a profit. Depending on the number of owners, a corporation can be classified as ''aggregate'' (the subject of this article) or '' sole'' (a legal entity consisting of a single incorporated office occupied by a single natural person). One of the most att ... [...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] |
Lord Bingham Of Cornhill
Sir Thomas Henry Bingham, Baron Bingham of Cornhill, (13 October 193311 September 2010), was an eminent British judge who was successively Master of the Rolls, Lord Chief Justice and Senior Law Lord. He was described as the greatest lawyer of his generation. Baroness Hale of Richmond observed that his pioneering role in the formation of the United Kingdom Supreme Court may be his most important and long-lasting legacy.Mads Andenas and Duncan Fairgrieve, ''Tom Bingham and the Transformation of the Law'' (2009) p 209. Lord Phillips of Worth Matravers regarded Bingham as "one of the two great legal figures of my lifetime in the law" (the other figure, in context, being Lord Denning).Mads Andenas and Duncan Fairgrieve, ''Tom Bingham and the Transformation of the Law'' (2009) xlvii. David Hope, Baron Hope of Craighead described Bingham as "the greatest jurist of our time". After retiring from the judiciary in 2008, Bingham focused on teaching, writing, and lecturing on legal subject ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Dividend
A dividend is a distribution of profits by a corporation to its shareholders. When a corporation earns a profit or surplus, it is able to pay a portion of the profit as a dividend to shareholders. Any amount not distributed is taken to be re-invested in the business (called retained earnings). The current year profit as well as the retained earnings of previous years are available for distribution; a corporation is usually prohibited from paying a dividend out of its capital. Distribution to shareholders may be in cash (usually a deposit into a bank account) or, if the corporation has a dividend reinvestment plan, the amount can be paid by the issue of further shares or by share repurchase. In some cases, the distribution may be of assets. The dividend received by a shareholder is income of the shareholder and may be subject to income tax (see dividend tax). The tax treatment of this income varies considerably between jurisdictions. The corporation does not receive a tax deduct ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Prudential Assurance V Newman Industries Ltd
Prudential may refer to: Companies * Prudential plc, a British multinational insurance company ** Prudential BSN Takaful, a Malaysian takaful company ** ICICI Prudential Life Insurance, an Indian company * Prudential Financial, an American financial products and services company ** Prudential Securities, former financial services arm of Prudential Financial * Prudential Bank Limited, a private commercial bank in Ghana * Prudential Overall Supply, an American laundry and cleanroom company headquartered in Irvine, California, US * Prudential Steamship Corporation, a defunct American shipping company Buildings and structures * Prudential (Guaranty) Building, Buffalo, New York, US * Prudential Assurance Building (other), two buildings in England * Prudential Center (other), several structures in the United States * Prudential Headquarters, several buildings in Newark, New Jersey, US * Prudential House, a skyscraper in Warsaw, Poland * Prudential Tower, a skyscraper i ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Sevilleja V Marex Financial Ltd
is a judicial decision of the Supreme Court of the United Kingdom relating to company law and the rule against reflective loss. The issue which the court had to resolve was whether the creditors of a company could claim against a third party who had asset-stripped the company, or whether their claims were barred by the fact that the company was proper plaintiff under the rule in ''Foss v Harbottle'' and thus their claim should be barred as reflective loss. All seven judges agreed that the rule against reflective loss did not apply to creditors and that the claim could proceed. However "the bulk of the judgment" related to the proper application of the rule against reflective loss. On this issue the court split, 4:3. The minority simply wanted to abolish the rule, but the majority were content to reform the rule, disapproving or overruling various statements which had been made in ''Johnson v Gore Wood & Co'' 0022 AC 1 and subsequent cases. In particular the majority held th ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Giles V Rhind
Giles may refer to: People * Giles (given name), male given name (Latin: ''Aegidius'') * Giles (surname), family name * Saint Giles (650–710), 7th–8th-century Christian hermit saint * Giles of Assisi, Aegidius of Assisi, 13th-century companion of St. Francis of Assisi * Giles of Rome (1243–1316), 13th-century archbishop * Carl Giles (1916–1995), British cartoonist for the ''Daily Express'' known simply as "Giles" ** Giles family, a fictional family featured in cartoons by Giles * Herbert Giles (1845–1935), British diplomat and sinologist, co-author of the Wade–Giles Chinese transliteration system Places ;United States * Giles, Utah, a US ghost town * Giles, West Virginia * Giles County, Tennessee, US * Giles County, Virginia, US ;Australia * Electoral district of Giles, a state electoral district in South Australia * Giles Weather Station near the Western Australian - South Australian border * Giles Land District, a land district (cadastral division) of Western ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Gardner V Parker
Gardner may refer to: Name *Gardner (given name) *Gardner (surname) Places United States *Gardner, Colorado *Gardner, Illinois *Gardner, Kansas *Gardner, Massachusetts * Gardner, North Dakota *Gardner, Tennessee *Gardner, Wisconsin *Glen Gardner, New Jersey Geographical features *Gardner (crater) on the Moon *Gardner Canal in British Columbia, Canada *Gardner Inlet in Antarctica *Gardner Pinnacles in Hawaii, United States *Gardner River in Yellowstone National Park, United States *Gardner Island or Nikumaroro, part of the Phoenix Islands, Kiribati Institutions *Gardner–Webb University in North Carolina *Isabella Stewart Gardner Museum in Boston, Massachusetts *L. Gardner and Sons Ltd., Patricroft, Manchester, England - a builder of diesel engines *Gardner (automobile), a car maker based in St. Louis, Missouri, between 1920 and 1931 Animals *Gardner snake, any species of North American snake within the genus ''Thamnophis'', more properly called garter snakes Weapons *Gardner ... [...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] |
