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Automatic Self-Cleansing Filter Syndicate Co Ltd V Cuninghame
''Automatic Self-Cleansing Filter Syndicate Co Ltd v Cuninghame'' 9062 Ch 34 is a UK company law case, which concerns the enforceability of provisions in a company's constitution. The Court of Appeal affirmed that directors were not agents of the shareholders and so were not bound to implement shareholder resolutions, where special rules already provided for a different procedure. Facts There were 2700 shares and the plaintiff, Mr McDiarmid, owned 1202 of them. The company was in the business of purifying and storing liquids. He wanted the company to sell its assets to another company. At a meeting he got 1502 of the shares to vote in favour of such a resolution, with his friends. The directors were opposed to it. They declined to comply with the resolution. So Mr McDiarmid brought this action in the name of the company, against the company directors, including Mr Cuninghame. The constitution stated that only a three quarter majority could remove the directors. It said the g ... [...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 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 and the 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, High Court of Justice and Family Court. Permission to appeal is normally required from either the lower court or the Court of Appeal itself; and with permission, further appeal may lie to the Supreme Court. The ... [...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 articl ... [...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 mandat ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
English Court Of Appeal
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 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 and the 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, High Court of Justice and Family Court. Permission to appeal is normally required from either the lower court or the Court of Appeal itself; and with permission, further appeal may lie to the Supreme Court. The ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Agency (law)
The law of agency is an area of commercial law dealing with a set of contractual, quasi-contractual and non-contractual fiduciary relationships that involve a person, called the agent, that is authorized to act on behalf of another (called the principal) to create legal relations with a third party. Succinctly, it may be referred to as the equal relationship between a principal and an agent whereby the principal, expressly or implicitly, authorizes the agent to work under their control and on their behalf. The agent is, thus, required to negotiate on behalf of the principal or bring them and third parties into contractual relationship. This branch of law separates and regulates the relationships between: * agents and principals (internal relationship), known as the principal-agent relationship; * agents and the third parties with whom they deal on their principals' behalf (external relationship); and * principals and the third parties when the agents deal. Concepts The reci ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Stockholder
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] |
Shareholder Resolution
With respect to public companies in the United States, a shareholder resolution is a proposal submitted by shareholders for a vote at the company's annual meeting. Typically, resolutions are opposed by the corporation's management, hence the insistence for a vote. "Voting has long been recognized as one of the primary rights of shareholders." For publicly held corporations in the United States, the submission and handling of resolutions is regulated by the Securities and Exchange Commission (SEC). Shareholders submit resolutions dealing primarily with corporate governance, such as executive compensation, or corporate social responsibility issues, such as global warming, labor relations, tobacco smoking, human rights, and animal welfare. Virtually all shareholder resolutions are non-binding (or "precatory," to use the legal term of art).Monks, Robert A. and Nell Minow. ''Corporate Governance''. Blackwell Publishers, 2001. In this sense the voting on these resolutions more closely ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Thomas Warrington, 1st Baron Warrington Of Clyffe
Thomas Rolls Warrington, 1st Baron Warrington of Clyffe, PC (29 May 1851 – 26 October 1937), known as Sir Thomas Warrington between 1904 and 1926, was a British lawyer and judge. Warrington was called to the Bar, Lincoln's Inn, in 1875, and after acquiring a large practice, became a Queen's Counsel in 1895. In 1904 he was appointed a judge of the Chancery Division of the High Court of Justice and knighted. In 1915 he became a Lord Justice of Appeal and sworn of the Privy Council, which entitled him to sit on the Judicial Committee of the Privy Council. On his retirement in 1926 he was elevated to the peerage as Baron Warrington of Clyffe, of Market Lavington in the County of Wiltshire. He continued to sit on the Judicial Committee after his retirement. Lord Warrington of Clyffe died in October 1937, aged 86, when the barony became extinct. Judgements *'' Barron v Potter'' 9141 Ch 895 - a UK company law case, concerning the balance of power between the board of directors a ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Richard Collins, Baron Collins
Richard Henn Collins, Baron Collins (31 January 1842 – 3 January 1911) was an Anglo-Irish lawyer and judge. Life Born in Dublin, Collins was educated at the Royal School Dungannon and Trinity College Dublin (where he was elected a Scholar), and Downing College, Cambridge. In 1867, he was called to the English bar and joined the northern circuit. He was made a Queen's Counsel in 1883 and a judge in 1891. Having made a Lord Justice of Appeal in 1897, he was appointed also to the Privy Council. In October 1901, Collins became Master of the Rolls after the death of Sir Archibald Smith, and the following month was appointed to the accompanying post of Chairman of the Historical Manuscripts Commission. He received the honorary degree LL.D. from the University of Cambridge in May 1902. On 6 March 1907 he was appointed a Lord of Appeal in Ordinary, receiving additionally a life peerage with the title Baron Collins, ''of Kensington in the County of London''. He resigned as L ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Herbert Cozens-Hardy, 1st Baron Cozens-Hardy
Herbert Hardy Cozens-Hardy, 1st Baron Cozens-Hardy, (1838–1920) was a British politician and judge who served as Master of the Rolls from 1907 until 1918. Early life and career Cozens-Hardy was born in Letheringsett, Norfolk in 1838, the second son of William Hardy Cozens-Hardy, a former Norwich solicitor, and Sarah, ''née'' Theobald, daughter of Thomas Theobald, textile manufacturer. His grandmother was the diarist Mary Hardy. His family were Methodists, a connection which proved to be useful in his career at the bar. Cozens-Hardy was educated at Amersham School and University College, London, where he matriculated in 1858 and gained the LLB in 1863, later becoming a fellow of University College. He was called to the bar at Lincoln's Inn in 1862, and read in the chambers of Thomas Lewin and James Dickinson. Cozens-Hardy acquired a large junior practice at the Chancery bar, and became Queen's Counsel in 1882. It was then the practice of Chancery Queen's Counsels ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Companies Act 1862
The Companies Act 1862 (25 & 26 Vict. c.89) was an Act of the Parliament of the United Kingdom regulating UK company law, whose descendant is the Companies Act 2006. Provisions *s 6 'Any seven or more persons associated for any lawful purpose may, by subscribing their names to a memorandum of association, and otherwise complying with the requisitions of this Act in respect of registration, form an incorporated company, with or without limited liability.' *s 8 'Where a company is formed on the principle of having the liability of its members limited to the amount unpaid on their shares, hereinafter referred to as a company limited by shares, the Memorandum of Association shall contain the following things' the third of which was 'objects for which the proposed company is to be established.' *s 11 'The memorandum of association... shall, when registered, bind the company and the members thereof to the same extent as if each member had subscribed his name and affixed his seal thereto, ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
