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Company Law. So…. What’s been covered?. Types of Companies. What types of companies are there? How are they defined? Can a private company become a public company? What is a 'listed' company? What is meant by a 'holding company'? What is a dormant company?

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company law
Company Law

So…. What’s been covered?

types of companies
Types of Companies
  • What types of companies are there? How are they defined?
  • Can a private company become a public company?
  • What is a 'listed' company?
  • What is meant by a 'holding company'?
  • What is a dormant company?
  • What is the purpose of Companies House?
separate corporate identity
Separate corporate identity
  • What principle derives from the case of Salomon?
  • What is the effect of this principle on a company?

Macaura v Northern Assurance Co Ltd [1925]Lee & Lee's Air Farming Ltd [1960]

  • How does this principle affect the liability of directors?

Williams v Natural Life Health Foods [1998] 1 WLR 830

  • What about the criminal liability of companies?

Tesco Supermarkets Ltd v Nattrass [1972] AC 153

Moore v Bresler Ltd [1944] 2 All ER 515

  • How has the Corporate Manslaughter and Corporate Homicide Act 2007 changed criminal liability?
lifting the corporate veil
Lifting the Corporate Veil
  • What did the courts decide in Gilford Motor Co v Horne [1933] Ch 935 and Jones v Lipman [1962] 1 WLR 832?
  • How does the decision in DHN Food Distributors Ltd v Tower Hamlets LBC [1976] 1 WLR 852 compare with the decision in Woolfson v Strathclyde Regional Council 1978 SLT 159?
  • What approach did the Court of Appeal take in Adams v Cape Industries plc [1990] Ch 433?
company constitution
Company Constitution
  • What is the purpose of the memorandum of association? How has this changed under the 2006 Act?
  • What was the issue in Ashbury Carriage and Iron Co v Riche (1875)?
  • Is an objects clause still a requirement?
  • What is meant by ultra vires?
  • What is the relevance of s 40 CA 2006?
  • Is a Shareholders Agreement part of the Constitution?
  • What is the significance ofRussell v Northern Bank Development Corp [1992]
pre incorporation and registration issues
Pre-incorporation and Registration issues
  • Rules relating to company names
  • Information/documents required
  • “Stationery” exercise
nature of articles of association
Nature of Articles of Association
  • Hickman v Kent or Romney Marsh Sheep breeders Association [1915] 1 Ch 881
  • Pender v Lushington (1877) 6 Ch D 70
  • Wood v Odessa Waterworks Co (1889) 42 Ch D 636
  • Rayfield v Hands [1960]
  • Ely v Positive Government Security Life Assurance (1876) 1 Ex D 88
  • Does the Contracts (Rights of Third Parties) Act 1999 apply to the articles?
alteration of articles
Alteration of Articles
  • What principle was stated in the case of Allen v Gold Reefs of West Africa [1900] 1 Ch 656 AC 701
  • In Greenhalgh v Arderne Cinemas Ltd [1951] what did the courts have to say about the meaning of the phrase "company as a whole"?
  • What is the "discrimination test"?
  • What is the effect of the decision in Southern Foundries (1926) Ltd v Shirlaw [1940] AC 701
  • Can a company alter its articles to expel members?
    • Sidebottom v Kershaw,Leese & Co Ltd [1920] 1Ch 154; and
    • Dafen Tinplate v Llanelly Steel Company [1920] 2 Ch 124
  • Can the court alter a company's articles?
    • Scott v Frank F Scott (London) Ltd [1940] Ch 794
nature of shares and capital
Nature of shares and capital
  • How is a share described by the Companies Act 2006 S 540 and in the case of Borland’s Trustee v Steel Bros & Co Ltd [1901] 1 Ch 279?)
  • What is meant by 'nominal value' , 'share premium' and 'allotted at a discount‘
  • Shares can be divided into classes, where would you find the power to do this
  • What are the three main classes of shares that you might find in a company?
  • Who allots shares and where might you find the power to allot?
  • What rights do shareholders have?
  • How may the rights attached to a class of shares be varied?
  • What did the court decide in White v Bristol Aeroplane [1953] Ch 65
allotment of shares
Allotment of Shares

Can a company allot shares to its employees?

Why might S171 be relevant in allotting shares? Howard Smith v Ampol Petroleum

What was the issue in Hogg v Cramphorn.

What are pre-emption rights? Can pre-emption rights be disapplied?

Can a member freely transfer his or her shares?

What is the relevance of Smith v Fawcett (1942)?

What other restrictions might be used on transfer? Rayfield v Hands (1960)

company meetings
Company Meetings
  • Types – who calls them – who attends
  • Rules of Meetings – role of chair
  • Proxy?
  • Type of resolutions – how are they passed
  • What do you need to hold meeting?
  • Charitable/political donations
directors
Directors….
  • Definition?
  • What was the decision in Re Sykes (Butchers) Ltd [1998] 1 BCLC 110? How does this case compare with Secretary of State for Trade and Industry v Tjolle [1998] 1 BCLC 333?
  • What is a shadow director?
  • How does Secretary of State for Trade and Industry v Laing [1996] 2 BCLC 324 affect the definition of a shadow director?
  • How are directors appointed? When is it possible to appoint an alternate director?
  • Are there any restrictions on who can be appointed as a director?
more directors
(More) Directors
  • How do directors exercise their power in Board Meetings?
  • What is the different between an executive director and a non-executive?
  • What is the role of a company secretary?
  • What do company auditors do?
directors1
Directors

Duties - See Sections 171-177 CA 2006?

  • Acting within powers
  • Promoting success of the company?
  • Exercising independent judgement
  • Reasonable care, skill and diligence
  • Avoiding conflicts of interest
  • Not accepting benefits from 3rd parties
  • Declaring interest in proposed transactions
capital maintenance
Capital Maintenance
  • Why maintain capital
  • Issuing new shares
  • Lending to someone to buy shares
borrowing money and consequences
Borrowing money and consequences
  • Debentures
  • Fixed/Floating charges
  • Crystallization
  • Registering Charges
minority shareholders
Minority Shareholders
  • “Jello”
  • Common Law
  • Statute
  • The work today (O’Neill v Phillips)
what s left
What’s left?
  • Insolvency – overview
  • Winding up a company
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