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49 Cards in this Set
- Front
- Back
- 3rd side (hint)
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Lo-line motors |
A case to demonstrate that you can be disqualified as a 'de-facto' director |
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Eurostem maritime |
You are treated as a director if you are acting as one - 'de-facto' |
Latin |
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Equitable life assurance society vs bowled |
Non-executive directors can be held liable for negligent advice |
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Plus group Ltd vs Pyke |
Can be on the board of two competing companies as long as no rules are breached |
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Barron v Potter 1914 |
Need a proper meeting, but if directors are unable to make decisions then powers are given to shareholders to make decisions |
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Re homer gold mines 1888 |
Need a proper length of notice for directors meeting |
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Eurasian natural resources Corp Ltd vs judge (2014) |
Confidentiality of private information |
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Percival vs Wright [1902] |
Directors owe elegance to the whole company not individual shareholders |
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Multinational gas & petroleum company vs multinational gas & petroleum Ltd |
Directors owe common law duty to creditors |
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Re Smith & fawcett [1942] |
Duty to act within their powers |
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Cas vs Nottingham forest fc [2002] |
Directors acting within their given powers |
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Hogg v cramphorn Ltd [1967] |
Directors must not exercise their powers to issue shares to sway a decision against their current shareholders |
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Cook v deeks [1916] |
Majority shareholders cannot exclude minority from profits or rights |
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Re domatic Ltd [1969] |
Remuneration must be reported |
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Dryburg v Scotts media tax Ltd [2011] |
Duty to report conflict of interest and possible liabilities against his principle |
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Pender v lushington [1877] |
A shareholders right to vote may not be intefered with because it is a right of property |
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Clemens v clemens Bros [1976] |
You cannot use your majority shareholding to to diminish minority voting rights |
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Allen v gold reefs of West Africa Ltd [1900] |
Alterations to the articles of association cannot be interfered with by courts unless they aren't bona fide for the interest of the Co. |
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Foss v Harbottle [1843] |
'Derivative claim' - allows minority shareholders to bring a claim on behalf of the company |
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Mozley v Alston [1847] |
If it be an injury at all, it is an injury not to the plaintiff but to the corporation of which they are members |
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Gardner v Parker [2004] |
No reflective losses principal - no shareholder can claim personally for a breach of duty owed to the company, only the company can |
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Daniels v Daniels [1978] |
Minority shareholders can sue majority shareholders if they have been guilty of gross negligence and profited from it notwithstanding the absence of fraud |
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Cinematic finance Ltd v ryder [2010] |
It is possible the court could give permission for a majority shareholder to launch a Derivative claim, but only under exceptional circumstances |
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Mission capital plc v sinclair [2008] |
S 172 and 263 of CA. Required to do 2 step test for applications of Derivative claim found under s 261 - 262 C.A 2006 |
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Lloyd v casey [2002] |
Example of an unfair prejudice case, where minority shareholders are taken advantage of by majority shareholders to the harm of the company |
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Re Quickdrome Ltd [1988] |
You can launch a case for unfair prejudice if you have been transferred or transmitted shares |
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O'Neil v Philips [1999] |
Unfairness may consist in a breach of the rules or in using the rules in a manner which equity would regard as contrary to good faith. |
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Breakdown in trust and confidence In Quasi-partnership? Example... |
Apex Global management Ltd v fi call Ltd [2013] |
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Exclusion from management? Example case.. |
O'Neill v Philips [1999] |
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Problem with dividends/director's remuneration? Example... |
Re cumana [1986] |
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Diversion of business? Example... |
Re cumana [1986] |
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Dilution of minority? Example... |
Re cumana [1986] |
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Alteration/breach of articles? Example... |
Re ringtower holdings plc [1988] |
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Serious mismanagement? Example... |
Fisher v Cadman [2006] |
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Effect on group relationships? Example... |
Gross v rackind [2004] |
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Applicability in public Ltd Co context? Example... |
Re blue arrow plc [1987] |
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Applicability to a majority? Example... |
Re Brenfield squash rackets club [1996] |
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Exit route, reasonable offer example... |
O'neill v Philips [1999] |
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Authorisation / ratification? Example... |
Bateson v Bateson [2013] |
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Relevance of conduct? Example... |
Grandactual Ltd [2006] |
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Alternative remedies? Example... |
Re guidezone Ltd [2000] |
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Winding up petition on the just & equitable grounds |
S122 insolvency act 1986 |
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Tangible interest - 'just and equitable' |
Re Rica gold washing Co Ltd [1876] |
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Meaning of 'just and equitable' |
Ebrahimi v Westbourne galleries Ltd [1973] |
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Breakdown of confidence and trust? Example... |
Re zinnotty properties Ltd [1984] |
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Exclusion from management? Example.... |
Ebrahimi v Westbourne galleries Ltd [1973] |
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The duomatic principle |
From the case re duomatic [1969] shareholders 'informal unanimous consent' can count as a resolution and be enforced |
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Who may call a shareholders meeting? |
Directors - s 302 Shareholders - s 303-5 Courts - s 306 |
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Who can call a shareholders meeting? Case. |
El sombrero Ltd [1958] |
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