Archive for the 'company directors' Category

Ex-director given permanent ban on revealing confidential information – OUT-LAW.com

“A businessman has been ordered never to improperly reveal confidential information belonging to a company where he used to be a director.”

Full story

OUT-LAW.com, 5th April 2011

Source: www.out-law.com

Progress Property Co Ltd v Moorgarth Group Ltd – WLR Daily

Progress Property Co Ltd v Moorgarth Group Ltd [2010] UKSC 55; [2010] WLR (D) 218

“The sale of a company’s assets to a shareholder was not an unlawful distribution of assets if the court concluded that it was a genuine commercial transaction at arm’s length even if it appeared with hindsight that the sale was at an undervalue. The court’s conclusion depended on a realistic assessment of all the relevant facts and not simply on a retrospective valuation exercise in isolation from all other inquiries. The essential issue was how the transaction was to be characterised, and that was a matter of substance and not form.”

WLR Daily, 8th December 2010

Source: www.lawreports.co.uk

Please note once a case has been fully reported in one of the ICLR series the corresponding WLR Daily summary is removed.

Revenue and Customs Commissioners v Holland and another; In re Paycheck Services 3 Ltd and others – WLR Daily

Revenue and Customs Commissioners v Holland and another In re Paycheck Services 3 Ltd and others [2010] UKSC 51; [2010] WLR (D) 298

“A director of a corporate director of a company was not a de facto director of that company, who was thereby liable for the misuse of its assets, if his acts were done entirely within the ambit of the discharge of his duties and responsibilities as a director of the corporate director.”

WLR Daily, 24th November 2010

Source: www.lawreports.co.uk

Please note once a case has been fully reported in one of the ICLR series the corresponding WLR Daily summary is removed.

Law firms bring non-executives on board ahead of legal changes – The Guardian

“Headhunters spot new trend in law firms hunting for directors with non-legal backgrounds as pressure over corporate governance increases.”

Full story

The Guardian, 1st November 2010

Source: www.guardian.co.uk

In re Stakefield (Midlands) Ltd and others – WLR Daily

In re Stakefield (Midlands) Ltd and others [2010] WLR (D) 249

“A defendant to disqualification proceedings brought by the Secretary of State for Business, Enterprise and Regulatory Reform would not be entitled to have the proceedings struck out on the basis that the Secretary of State had committed a breach of duty by failing to obtain evidence or otherwise to investigate. Where, however imperfect the investigations might have been, the Secretary of State had in fact assembled evidence of a defendant’s unfitness to be concerned in the management of a company, it was for the court to determine at trial whether the Secretary of State had made out his case.”

WLR Daily, 13th October 2010

Source: www.lawreports.co.uk

Please note once a case has been fully reported in one of the ICLR series the corresponding WLR Daily summary is removed.

Annual board elections in new code for top companies – BBC News

“Plans for directors to submit to an annual shareholder vote form part of an overhaul of the code of conduct for the UK’s top 350 listed companies.”

Full story

BBC News, 27th May 2010

Source: www.bbc.co.uk

Former Wrexham FC chairman’s directorship ban – BBC News

“A former chairman of Wrexham FC has been banned from being a director of any UK company for seven years.”

Full story

BBC News, 30th March 2010

Source: www.bbc.co.uk

Safeway proceeds with groundbreaking attempt to sue ex-employees for price fixing – OUT-LAW.com

“Safeway has been given permission to continue a groundbreaking lawsuit against former employees and directors which seeks to recover competition law fines from the ex-employees and directors involved in the breaches.”

Full story

OUT-LAW.com, 22nd January 2010

Source: www.out-law.com

NHS software saga will see former directors in court – BBC News

The City regulator has started criminal proceedings against four former directors of UK-based healthcare software company iSoft.

Full story

BBC News, 6th January 2010

Source: www.bbc.co.uk

Company director plundered more than £500,000 from KPMG – The Guardian

“A company boss was jailed for four years today after trying to buy his second wife happiness with more than £500,000 plundered from global accountancy company KPMG.”

Full story

The Guardian, 15th September 2009

Source: www.guardian.co.uk

Action launched against Rover bosses – The Independent

“The four men behind the collapse of car giant MG Rover are to be banned from running companies, Business Secretary Lord Mandelson said today.”

Full story

The Independent, 11th September 2009

Source: www.independent.co.uk

Directors to face tougher penalties for competition law breaches – OUT-LAW.com

“The Office of Fair Trading (OFT) plans to extend company director bans to include not just those who were directly involved in competition law offences but those who should have done more to prevent them.”

Full story

OUT-LAW.com, 19th August 2009

Source: www.out-law.com

O’Donnell v Shanahan and another – WLR Daily

O’Donnell v Shanahan and another [2009] EWCA Civ 751; [2009] WLR (D) 252

“A company director had a duty to inform the company of a relevant business opportunity and could not make his own decision that the company would not be interested, and without more, appropriate the opportunity to himself.”

WLR Daily, 24th July 2009

Source: www.lawreports.co.uk

Please note once a case has been fully reported in one of the ICLR series the corresponding WLR Daily summary is removed.

Gangmaster laws to be extended to cut deaths in construction industry – The Guardian

“Directors will be legally forced to ensure good health and safety management and gangmaster licensing will be extended to the construction industry as the centrepiece of a hard-hitting government inquiry into the high number of fatalities on Britain’s building sites published today.”

Full story

The Guardian, 8th July 2009

Source: www.guardian.co.uk

Revenue and Customs Commissioners v Holland and another – WLR daily

Revenue and Customs Commissioners v Holland and another [2009] EWCA Civ 625; [2009] WLR (D) 228

“A human director of a corporate director could in certain circumstances be regarded as a de facto director of the subject company but he would not automatically be so regarded.”

WLR Daily, 3rd July 2009

Source: www.lawreports.co.uk

Please note once a case has been fully reported in one of the ICLR series the corresponding WLR Daily summary is removed.

Serious Fraud Office called in by Business Secretary to investigate MG Rover collapse – The Times

“Lord Mandelson will tell Parliament today that he has asked the Serious Fraud Office (SFO) to investigate the collapse of MG Rover, the Midlands carmaker, four years ago.”

Full story

The Times, 6th July 2009

Source: www.timesonline.co.uk

Department for Business, Enterprise and Regulatory Reform v Seager; Department for Business, Enterprise and Regulatory Reform v Blatch – WLR Daily

Department for Business, Enterprise and Regulatory Reform v Seager; Department for Business, Enterprise and Regulatory Reform v Blatch [2009] EWCA Crim 1303; [2009] WLR (D) 220

“Where a confiscation order was made pursuant to s 71 of the Criminal Justice Act 1988 or s 6(4) of the Proceeds of Crime Act 2002 against a defendant in respect of his benefit from his criminal conduct in respect of an offence of acting in contravention of an order or undertaking disqualifying him from being a company director, that benefit was not simply to be assessed as the turnover of the relevant company, but as the value of the property obtained by the defendant himself, as determined in accordance with ordinary common law principles of entitlement and ownership.”

WLR Daily, 1st July 2009

Source: www.lawreports.co.uk

Please note once a case has been fully reported in one of the ICLR series the corresponding WLR Daily summary is removed.

Department for Business, Enterprise and Regulatory Reform v Seager; Department for Business, Enterprise and Regulatory Reform v Blatch – WLR Daily

Department for Business, Enterprise and Regulatory Reform v Seager; Department for Business, Enterprise and Regulatory Reform v Blatch [2009] EWCA Crim 1303; [2009] WLR (D) 215

“Where a confiscation order was made pursuant to s 71 of the Criminal Justice Act 1988 or s 6(4) of the Proceeds of Crime Act 2002 against a defendant in respect of his benefit from his criminal conduct for the offence of acting in contravention of an order or undertaking disqualifying him from being a company director, that benefit was not simply to be assessed as the turnover of the relevant company, but as the value of the property obtained by the defendant himself, as determined in accordance with ordinary common law principles of entitlement and ownership.”

WLR Daily, 30th June 2009

Source: www.lawreports.co.uk

Please note once a case has been fully reported in one of the ICLR series the corresponding WLR Daily summary is removed.

Progress Property Co Ltd v Moore and another – WLR Daily

Progress Property Co Ltd v Moore and another [2009] EWCA Civ 629; [2009] WLR (D) 214

“The sale of a company’s assets at an under value by a company having control of selling and buying companies did not make the sale a dressed up unlawful distribution of its assets or ultra vires the company if the person arranging the sale honestly believed the transaction to be other than a gratuitous distribution of the company’s assets to shareholder, even though that person was the director of the selling and buying companies.”

WLR Daily, 29th June 2009

Source: www.lawreports.co.uk

Please note once a case has been fully reported in one of the ICLR series the corresponding WLR Daily summary is removed.

Serious Fraud Office to ask parliament to grant it new powers – Law Society’s Gazette

“The Serious Fraud Office is to ask parliament to enhance its powers to fight fraudulent companies and corrupt directors, the Gazette has learned. The investigation and prosecution agency has begun consulting privately with senior lawyers and officials before it approaches parliament later in the year. Sources close to the discussions said the SFO wants powers to fine fraudulent companies and impose deferred prosecutions, as well as ­legislation requiring companies to report frauds as soon as they are discovered.”

Full story

Law Society’s Gazette, 7th May 2009

Source: www.lawgazette.co.uk

Fraud tempts more directors of insolvent companies – The Times

“The number of directors of insolvent companies disqualified for financial crime is soaring as the recession takes hold, according to government figures.”

Full story

The Times, 4th May 2009

Source: www.timesonline.co.uk

Secretary of State for Business, Enterprise and Regulatory Reform v Neufeld and Another – Times Law Reports

Secretary of State for Business, Enterprise and Regulatory Reform v Neufeld and Another

Court of Appeal

“A person who was a majority shareholder and director of a company could also be an employee of that company under a contract of employment, even if he had total control of the company.”

The Times, 10th April 2009

Source: www.timesonline.co.uk

Director fined after work death – BBC News

“A company director has been fined more than £7,000 at Nottingham Crown Court for health and safety breaches after an apprentice died at his workshop.”

Full story 

BBC News, 2nd March 2009

Source: www.bbc.co.uk

JJB Sports boss Chris Ronnie suspended amid shares inquiry – The Times

“JJB Sports suspended its chief executive yesterday as the investigation into his lost stake continues. Chris Ronnie admitted last week that the 27.5 per cent stake he controlled in the retailer had reverted to the liquidators of Kaupthing Singer & Friedlander (KSF), his financial backer. Mr Ronnie said he did not know when the shares were disposed of, or at what price.”

Full story

The Times, 21st January 2009

Source: www.timesonline.co.uk

Film con man ordered to pay £100K – BBC News

“The man behind a project to build a film studio at St Agnes in Cornwall has been ordered to forfeit £100,000 at a court hearing.”

Full story

BBC News, 9th January 2009

Source: www.bbc.co.uk

Masri v Consolidated Contractors International Co SAL and others (No 4) – WLR Daily

Masri v Consolidated Contractors International Co SAL and others (No 4) [2008] EWCA Civ 876; [2008] WLR (D) 261

“The court had jurisdiction under CPR r 71.2 to order the examination of a foreign director of a company which had submitted to the jurisdiction, defended a claim on the merits and failed to pay the judgment debt. A director of a corporate director of the judgment debtor was not ‘an officer of that body’ within the meaning of the rule.”

WLR Daily, 29th July 2008

Source: www.lawreports.co.uk

Please note once a case has been fully reported in one of the ICLR series the corresponding WLR Daily summary is removed.

Franbar Holdings Ltd v Patel and others – WLR Daily

Franbar Holdings Ltd v Patel and others [2008] EWHC 1534 (Ch); [2008] WLR (D) 220

Where the question of ratification arose in the context of an application to continue a derivative claim, under s 261 of the Companies Act 2006, the court should ask itself whether the ratification had the effect that the claimant was being improperly prevented from bringing the claim on behalf of the company. That also applied where the connected person provisions in s 239 were not satisfied but there was still actual wrongdoer control by which there had been a diversion of assets to persons associated with the wrongdoer, albeit not connected in the sense provided by s 239(4).”

WLR Daily, 3rd July 2008

Source: www.lawreports.co.uk

Please note once a case has been fully reported in one of the ICLR series the corresponding WLR Daily summary is removed.

Oxford Legal Group Ltd v Sibbasbridge Services plc and Another – Times Law Reports

Oxford Legal Group Ltd v Sibbasbridge Services plc and Another

Court of Appeal

“The court could refuse to enforce the right to inspect a company’s accounts, not only where the purpose for which the inspection was sought was to injure the company, but also where the purpose was improper.”

The Times, 15th May 2008

Source: www.timesonline.co.uk

Please note the Times Law Reports are only available free on Times Online for 21 days from the date of publication.

BAE review seeks bribery controls – BBC News

“A review into business practices at defence firm BAE Systems has called for tougher anti-bribery measures.”

Full story

BBC News, 6th May 2008

Source: www.bbc.co.uk

Related link: Ethical business conduct in BAE Systems (PDF)

The Oxford Legal Group Ltd v Sibbasbridge Services Plc and Another – WLR Daily

The Oxford Legal Group Ltd v Sibbasbridge Services Plc and Another [2008] EWCA Civ 387; [2008] WLR (D) 121

“The court would refuse to enforce the right of a director to inspect a company’s accounts pursuant to s 222 of the Companies Act 1985 where the purpose of the proposed inspection was to injure the company or was improper.”

WLR Daily, 21st April 2008

Source: www.lawreports.co.uk

Please note once a case has been fully reported in one of the ICLR series the corresponding WLR Daily summary is removed.

Times Law Panel debate: OFT plans to bring more criminal prosecutions – The Times

“The Office of Fair Trading is set to target more company directors for criminal prosecution in a bid to stamp out anti-competitive behaviour, a senior figure at the competition watchdog said last night.”

Full story

The Times, 15th April 2008

Source: www.timesonline.co.uk

‘Internet sperm’ founder jailed – BBC News

“The founder of a website offering sperm to lesbians wanting children has been jailed for 16 months for fraud at Wood Green Crown Court in north London.”

Full story

BBC News, 8th April 2008

Source: www.bbc.co.uk

Gemma Ltd (in liquidation) v Davies and Another – Times Law Reports

Gemma Ltd (in liquidation) v Davies and Another

Chancery Division

“In order to establish that a person was a de facto director of a company when deciding whether she was guilty of any misfeasance in relation to the company, it was not enough that she held herself out as a director since what mattered was not what she called herself but what she did.”

The Times, 4th April 2008

Source: www.timesonline.co.uk

Please note the Times Law Reports are only available free on Times Online for 21 days from the date of publication.

Gemma Ltd (in liquidation) v Davies and another; In re Gemma Ltd (in liquidation) – WLR Daily

Gemma Ltd (in liquidation) v Davies and another; In re Gemma Ltd (in liquidation); [2008] EWHC 546 (Ch); [2008] WLR (D) 89

“In order to establish that a person was a de facto director of a company it was necessary, inter alia, to plead and prove that he undertook functions in relation to the company which could properly be discharged only by a director.”

WLR Daily, 18th March 2008

Source: www.lawreports.co.uk

Please note once a case has been fully reported in one of the ICLR series the corresponding WLR Daily summary is removed.

4,000 company directors listed as global terror suspects and fraudsters – The Times

“The names of almost 4,000 directors of British companies appear on international watchlists of alleged fraudsters, money launderers, terror financiers and corrupt officials, The Times has learnt.”

Full story

The Times, 21st February 2008

Source: www.timesonline.co.uk

Contex Drouzhba Ltd v Wiseman and Another – Times Law Reports

Contex Drouzhba Ltd v Wiseman and Another

Court of Appeal

“A director’s signature on a document containing a fraudulent representation made by him was sufficient evidence in writing for an action in deceit.”

The Times, 8th January 2008

Source: www.timesonline.co.uk

Please note the Times Law Reports are only available free on Times Online for 21 days from the date of publication.

Secretary of State for Trade and Industry v Vohora and Another – Times Law Reports

Secretary of State for Trade and Industry v Vohora and Another

Chancery

“A claim by the Secretary of State for Trade and Industry to disqualify a director of a company under section 6 of the Company Directors Disqualification Act 1986 had to be brought, rather than commenced within two years.”

The Times, 10th December 2007

Source: www.timesonline.co.uk

Please note the Times Law Reports are only avaialble free on Times Online for 21 days from the date of publication. 

Secretary of State for Trade and Industry v Vohora and another – WLR Daily

Secretary of State for Trade and Industry v Vohora and another [2007] EWHC 2656 (Ch)

“A claim by the Secretary of State for Trade and Industry to disqualify a director of a company, on the ground that it was expedient in the public interest, had to be brought, rather that started, within two years. Therefore the two-year period was a limitation provision and, in accordance with CPR Pt 7, para 5, where the Secretary of State’s claim form was received in the court office on a date earlier than the date on which it was issued, the claim was “brought” for the purposes of the two-year period on that earlier date.”

WLR Daily, 16th November 2007

Source: www.lawreports.co.uk

Please note once a case has been fully reported in one of the ICLR series the corresponding WLR Daily summary is removed.

Hawkes v Cuddy and Others – Times Law Reports

Judge’s order inappropriate

Hawkes v Cuddy and Others

Court of Appeal

“It was inappropriate to make a declaratory judgment on an interlocutory application based on an allegation of contravention of the Companies Act 1985 when that would serve no useful purpose.”

The Times, 13th November 2007

Source: www.timesonline.co.uk

Please note the Times Law Reports are only available free on Times Online for 21 days from the date of publication.

Fear of litigation holding directors back – The Times

“Half of the non-executive directors of UK businesses have deliberately limited their involvement in a major transaction because they fear being sued, a study has shown.”

Full story

The Times, 6th November 2007

Source: www.timesonline.co.uk

New laws give shareholders more power to sue directors for negligence – The Times

“Disgruntled shareholders in Northern Rock and other troubled British companies looking to pin blame on senior management will receive a boost next month with the introduction of new laws making it easier to sue individual company directors. ”

Full story

The Times, 24th September 2007

Source: www.timesonline.co.uk

Brown lifts ban that prevented ministers from taking seat on company boards – The Times

“Gordon Brown was under pressure last night to explain why he has lifted a ban on ministers holding directorships as it emerged that his trade minister was listed on the board of a cleaning company, The Times can disclose.”

Full story

The Times, 22nd September 2007

Source: www.timesonline.co.uk

Hawkes v. Cuddy and Others – Times Law Reports

Declaration of criminality made in civil proceedings

Hawkes v. Cuddy and Others

Chancery Division 

“The court had power, in appropriate circumstances, to grant a declaration of criminality in civil proceedings brought by a private individual litigant.”

The Times, 14th August 2007

Source: www.timesonline.co.uk

Please note the Times Law Reports are only available free on Times Online for 21 days from the date of publication.

Hawkes v. Cuddy and others – WLR Daily

Hawkes v. Cuddy and others [2007] EWHC 1935 (Ch)

“The court had jurisdiction to grant a declaration on a petition brought under s 459 of the Companies Act 1985 where the unfair prejudice relied on was caused by the alleged contravention of s 216 of the Insolvency Act 1986 by a director of a company in liquidation who had become the director of another company that was known by a prohibited name.”

WLR Daily, 31st July 2007

Source: www.lawreports.co.uk

Please note once a case has been fully reported in one of the ICLR series the corresponding WLR Daily summary is removed.

Secretary of State for Trade and Industry v. Aaron and others – WLR Daily

Secretary of State for Trade and Industry v. Aaron and others

“In directors disqualification proceedings, the court might at times need expert assistance on issues of fact, but, generally speaking, it was hard to see why a court should need expert evidence that was simply expert opinion when considering the key question of whether a director was unfit to be concerned in the management of a limited company.”

WLR Daily, 7th June 2007

Source: www.lawreports.co.uk

Please note once a case has been fully reported in one of the ICLR series the corresponding WLR Daily summary is removed.

Shierson and another v. Rastogi – WLR Daily

Shierson and another v. Rastogi [2007] EWHC 1266 (Ch.)

The principle that judicial findings made in a previous case were not admissible in later proceedings as evidence of facts found only applied where a party in the second proceedings had not had opportunity, by himself or his privy, to challenge evidence adduced in the first hearing.

WLR Daily, 25th May 2007

Source: www.lawreports.co.uk

Please note once a case has been fully reported in one of the ICLR series the corresponding WLR Daily summary is removed.

Secretary of State for Trade and Industry v. Eastaway (No. 2) – WLR Daily

Secretary of State for Trade and Industry v. Eastaway (No. 2)

“A company director against whom disqualification proceedings were pending was not entitled to have an undertaking made under the Carecraft procedure (see In re Carecraft Construction Co Ltd [1994] 1 WLR 172) set aside and the disqualification proceedings dismissed on the ground that the Strasbourg court had concluded that his civil rights and obligations had not been determined within a reasonable time pursuant to art 6 of the Convention.”

WLR Daily, 10th May 2007

Source: www.lawreports.co.uk

Please note once a case is fully reported in one of the ICLR series the corresponding WLR Daily summary is removed. 

Chiniah v. Director General of the Mauritius Revenue Authority – WLR Daily

Chiniah v. Director General of the Mauritius Revenue Authority 

“A court could take into account a director’s dominant shareholding of a company in determining whether, under the law of Mauritius, he was a ‘principal officer’ of that company so as to be personally liable for income tax owed by the company.The Privy Council so held in dismissing an appeal by Jayram Chiniah from the order of the Court of Civil Appeal of Mauritius (YKJ Yeung Sik Yuen ACJ and P Lam Shang Leen J) affirming the decision of the Supreme Court of Mauritius to dismiss his notice of motion for erasure of an inscription of privilege in the sum of Rs 6.9m over his property, taken under the authority of the Income Tax Act 1995, in respect of income tax for the years 1991–92 to 1994–95 due by a company, Chiniah & Sons Ltd of which he was, until 17 April 1996, a director.”

WLR Daily, 17th April 2007

Source: www.lawreports.co.uk

Please note once a case has been fully reported in one of the ICLR series the corresponding WLR Daily summary is removed.


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