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Company: Case Law, Legislation, Links 10-09-16

Company: Case Law, Legislation, Links 10-09-16

Postby dls » Sat Sep 10, 2016 6:10 am

Company and Partnership law
Please take the time to explore these links. Once you get used to what is provided, the power to enquire about the law is properly substantial. Suggestions for further leading cases, statutes, links and corrections are always welcome. I give my warm thanks to those who have suggested material.

Case law:
Leading Cases:
    Attorney General of Belize and others -v- Belize Telecom Ltd and Another; PC 18-Mar-2009 - A company had been formed to manage telecommunications in Belize. The parties disputed the interpretation of its articles. Shares had been sold, but the company was structured so as to leave a degree of control with the government. It was argued that a term was to be implied requiring resignation of a director when the class of shareholdings he represented ceased to exist.
    In re Grayan Building Services Ltd; CA 1995 - The degree to which an appellate court will be willing to substitute its own judgment for that of the tribunal will vary with the nature of the question.
    In re Lo-Line Electric Motors Ltd; 1988 - When considering the filing of additional evidence changing allegations made under the 1986 Act, the paramount requirement is that the director facing disqualification must know the charge he has to meet.
    O'Neill and Another -v- Phillips and Others; In re a Company (No 00709 of 1992) - A minority shareholder, seeking relief for oppressive conduct by a majority shareholders, must plead something beyond a mere lack of faith in the management of the company, and show breach of some agreement as to the conduct of the business.
    Regina -v- Allen; HL 11-Oct-2001 - The defendant appealed against a finding that he had concealed an emolument, namely accommodation. He said that, as a shadow director of the company within the extended meaning of that phrase under the Act, the deeming provisions under Income Tax law did not apply. The defendant argued that a shadow director could not be an office holder, since he was neither appointed, and nor could he resign.
    Salomon -v- A Salomon and Company Ltd; HL 16-Nov-1896 - Mr Salomon had incorporated his long standing personal business of shoe manufacture into a limited company. He held nearly all the shares, and had received debentures on the transfer into the company of his former business. The business failed, and a subsequent debenture holder now said that the sums paid by the company for the business were too high.
    Salvesen’s Trustees -v- Inland Revenue Commissioners; SCS 1930 - The court considered the valuation of shares in a notional purchase. The company’s articles of association contained a provision that the company might at any time, by extraordinary resolution, resolve that any shareholder, other than a director or a person holding more than 10 per cent of the shares of the company do transfer his shares, and, to put it shortly, that upon such a transfer the vendor would only be entitled to their nominal value if fully paid.
    Selangor United Rubber Estates Ltd -v- Cradock (No 3); ChD 1968 - The expressions ‘constructive trust’ and ‘constructive trustee’ are ‘nothing more than a formula for equitable relief. It is the actual control of assets belonging beneficially to a company which causes the law to treat directors as analogous to trustees of those assets.’
    Smith -v- Mules; 17-Feb-1852 - A and B and the son of B entered into partnership as solicitors, and by articles agreed that the partners were diligently and faithfully to employ themselves in carrying on and managing all the professional business in which they or either of them might be employed or concerned; that B should use his best endeavours to obtain the appointment of the partnership firm to three offices or clerkships, which were then held by B, and such offices should be partnership appointments; that all other compatible offices should be obtained, if possible, in the name of the firm, and the emoluments treated as part of the profits of the partnership; that, if B or his son should retire, or A or B or his son should die, the share of the deceased partner should accrue to the surviving partners
Legislation:
    1890
    1927
      Finance Act 1927 / 10 -|- Case law -|- See Also: Taxes Management, Customs and Excise
      An Act to grant certain duties of Customs and Inland Revenue (including Excise), to alter other duties, and to amend the law relating to Customs and Inland Revenue (including Excise) and the National Debt, and to make further provision in connection with finance.
    1958
      Prevention of Fraud (Investments) Act 1958 / 45 -|- Case law -|- See Also: Financial Services
      An Act to consolidate the Prevention of Fraud (Investments) Act, 1939, section one hundred and seventeen of the Companies Act, 1947, and so much of the Companies Act, 1948, as relates to the enactments aforesaid.
    1960
      Corporate Bodies’ Contracts Act 1960 / 46 -|- [url=http://lawindexpro.co.uk/cgi-bin/pubsrch.pl?&sta=Corporate+Bodies’+Contracts+Act+1960]Case law[/url] -|- See Also:, Contract
      An Act to amend the law governing the making of contracts by or on behalf of bodies corporate; and for connected purposes.
    1961
    1974
    1976
      Companies Act 1976 / 69 -|- Case law
      An Act to amend the law relating to companies and, in connection therewith, to amend the law relating to the registration of business names.
    1985
    1986
      Insolvency Act 1986 / 45 -|- Case law -|- See Also: Insolvency
      An Act to consolidate the enactments relating to company insolvency and winding up (including the winding up of companies that are not insolvent, and of unregistered companies); enactments relating to the insolvency and bankruptcy of individuals; and other enactments bearing on those two subject matters, including the functions and qualification of insolvency practitioners, the public administration of insolvency, the penalisation and redress of malpractice and wrongdoing, and the avoidance of certain transactions at an undervalue
      Company Directors Disqualification Act 1986 / 46 -|- Case law -|- See Also:, Insolvency
      An Act to consolidate certain enactments relating to the disqualification of persons from being directors of companies, and from being otherwise concerned with a company’s affairs.
    1989
      Companies Act 1989 / 40 -|- Case law
      An Act to amend the law relating to company accounts; to make new provision with respect to the persons eligible for appointment as company auditors; to amend the Companies Act 1985 and certain other enactments with respect to investigations and powers to obtain information and to confer new powers exercisable to assist overseas regulatory authorities; to make new provision with respect to the registration of company charges and otherwise to amend the law relating to companies; to amend the Fair Trading Act 1973; to enable provision to be made for the payment of fees in connection with the exercise by the Secretary of State, the Director General of Fair Trading and the Monopolies and Mergers Commission of their functions under Part V of that Act; to make provision for safeguarding the operation of certain financial markets; to amend the Financial Services Act 1986; to enable provision to be made for the recording and transfer of title to securities without a written instrument; to amend the Company Directors Disqualification Act 1986, the Company Securities (Insider Dealing) Act 1985, the Policyholders Protection Act 1975 and the law relating to building societies; and for connected purposes.
    1994
    1999
    2000
    2004
    2006
      Companies Act 2006 / 46 -|- Explanatory Note -|- Case law
      An Act to reform company law and restate the greater part of the enactments relating to companies; to make other provision relating to companies and other forms of business organisation; to make provision about directors' disqualification, business names, auditors and actuaries; to amend Part 9 of the Enterprise Act 2002; and for connected purposes.
    2007
      The Companies (Coss-Border) Regulations 2007 / 2974 -|- Case law -|- See Also:, Employment
      Legal Services Act 2007 / 29 -|- Explanatory Note -|- Case law -|- See Also: Legal Professions
      An Act to make provision for the establishment of the Legal Services Board and in respect of its functions; to make provision for, and in connection with, the regulation of persons who carry on certain legal activities; to make provision for the establishment of the Office for Legal Complaints and for a scheme to consider and determine legal complaints; to make provision about claims management services and about immigration advice and immigration services; to make provision in respect of legal representation provided free of charge; to make provision about the application of the Legal Profession and Legal Aid (Scotland) Act 2007; to make provision about the Scottish legal services ombudsman; and for connected purposes.
      Corporate Manslaughter and Corporate Homicide Act 2007 / 19 -|- Explanatory Note -|- Case law -|- See Also:, Crime
      An Act to create a new offence that, in England and Wales or Northern Ireland, is to be called corporate manslaughter and, in Scotland, is to be called corporate homicide; and to make provision in connection with that offence.
    2008
    2009
    2010
      Co-operative and Community Benefit Societies and Credit Unions Act 2010 / 7 -|- Explanatory Note -|- Case law -|- See Also: Banking, Consumer, Financial Services
      An Act to make provision for societies to be registered as co-operative or community benefit societies and to re-name the Industrial and Provident Societies Acts; to apply to registered societies the provisions relating to directors disqualification and to make provision for the application of certain other enactments relating to companies; to confer power to make provision for credit unions corresponding to any provision applying to building societies; and for connected purposes.
    2012
      Financial Services Act 2012 / 2 -|- Case law -|- See Also: Financial Services, Banking, Consumer
      An Act to amend the Bank of England Act 1998, the Financial Services and Markets Act 2000 and the Banking Act 2009; to make other provision about financial services and markets; to make provision about the exercise of certain statutory functions relating to building societies, friendly societies and other mutual societies; to amend section 785 of the Companies Act 2006; to make provision enabling the Director of Savings to provide services to other public bodies; and for connected purposes.
    2013
    2014
      Co-operative and Community Benefit Societies Act 2014 / 14 -|- Case law -|- See Also: Financial Services
      An Act to consolidate certain enactments relating to co-operative societies, community benefit societies and other societies registered or treated as registered under the Industrial and Provident Societies Act 1965, with amendments to give effect to recommendations of the Law Commission and the Scottish Law Commission.
    2015
      Small Business, Enterprise and Employment Act 2015 / 26 -|- Explanatory Note -|- Case law -|- See Also: Employment, Commercial
      The Act takes forward a range of Government commitments which are intended to ensure that the United Kingdom continues to be recognised globally as a trusted and fair place to do business and open up new opportunities for small businesses to innovate and compete. It will strengthen the current system and deliver the UK’s 2013 G8 commitments to introduce new rules requiring companies to obtain, and hold, information on who owns and controls them, with a view to increasing trust and encouraging investment and growth within the UK. It will also give the Treasury a power to require public sector workers to repay exit payments if they are reemployed in the public sector; tackle misconduct by directors and unfair employment practices; provide reforms to increase the efficiency of the Employment Tribunals system and further reduce its burden on small businesses; and ensure a strong regulatory regime for those that administer insolvencies.
      Mutuals’ Deferred Shares Act 2015 / 13 -|- [url=http://lawindexpro.co.uk/cgi-bin/pubsrch.pl?&sta=Mutuals’+Deferred+Shares+Act+2015]Case law[/url] -|- See Also: Banking, Financial Services
      An Act to enable the law relating to societies registered and incorporated under the Friendly Societies Act 1992 and certain mutual insurers to be amended to permit or facilitate the issue of deferred shares; and to restrict the voting rights of members who hold such shares.
      Deregulation Act 2015 / 20 -|- Case law -|- See Also:, Health and Safety, Employment, Land, Housing
      An Act to make provision for the reduction of burdens resulting from legislation for businesses or other organisations or for individuals; make provision for the repeal of legislation which no longer has practical use; make provision about the exercise of regulatory functions; and for connected purposes.

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