Archive for the 'company law' Category

Redcard Ltd and others v Williams and others – WLR Daily

Redcard Ltd and others v Williams and others [2011] EWCA Civ 466; [2011] WLR (D) 145

“Under section 44 of the Companies Act 2006 a company document could validly be signed by signatories acting for the company even though the execution did not take place either with the common seal of the company or by expressly being signed ‘for or on behalf of the company’.”

WLR Daily, 20th April 2011

Source: www.iclr.co.uk

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

Bribery Act could disadvantage UK firms, warns Lord Goldsmith – Daily Telegraph

“The Bribery Act could unfairly prejudice British companies after key aspects of it were watered down by the Ministry of Justice, according to former Attorney General Lord Goldsmith.”

Full story

Daily Telegraph, 25th April 2011

Source: www.telegraph.co.uk

BNY Corporate Trustee Services Ltd v Eurosail-UK 2007-3BL plc and other – WLR Daily

BNY Corporate Trustee Services Ltd v Eurosail-UK 2007-3BL plc and others [2011] EWCA Civ 227; [2011] WLR (D) 73

“A company was ‘deemed to be unable to pay its debts’ within section 123(2) of the Insolvency Act 1986 when the amount of its liabilities, taking into account its contingent and prospective liabilities, exceeded the value of its assets to such an extent that the company had reached the point of no return, and if it continued to use its cash or other assets for current purposes it would amount to a fraud on future or contingent creditors.”

WLR Daily, 8th March 2011

Source: www.lawreports.co.uk

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

Revenue and Customs Comrs v Maxwell and another – WLR Daily

Revenue and Customs Comrs v Maxwell and another [2010] EWCA Civ 1379; [2010] WLR (D) 219

“The amount of a creditor’s claim against a company in administration and the characterisation of the company’s debt to the creditor were to be assessed under r 2.38(4) and (5) of the Insolvency Rules 1986 at the date of the administration, not the date of the creditors’ meeting, but the chairman’s powers of quantification under rr 2.39(1) and (3) and 2.38(5) were to be exercised taking into account events which had occurred since the administration.”

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.

Fulham Football Club (1987) Ltd v Sir David Richards and another – WLR Daily

Fulham Football Club (1987) Ltd v Sir David Richards and another [2010] EWHC 3111 (Ch); [2010] WLR (D) 312

“The statutory right conferred on a member of a company to present an unfair prejudice petition under s 994 of the Companies Act 1996 was not an inalienable one: members of companies and the companies themselves could agree to refer disputes that might otherwise support unfair prejudice petitions to arbitration, provided that the types of remedies sought were not, inter alia, in a category that was limited by public policy or sought to bind third parties or affected the public at large, so as to limit the scope of the available arbitrations.”

WLR Daily, 2nd 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.

Companies need protection from criminal actions of staff, says Law Commission – Daily Telegraph

“Companies should have the power to defend themselves against employees’ criminal actions by proving that they took every measure to stamp out illegal practices, the Law Commission has proposed in a radical blueprint for reform.”

Full story

Daily Telegraph, 25th August 2010

Source: www.telegraph.co.uk

Cooper Tire & Rubber Company Europe Ltd and others v Dow Deutschland Inc and others – WLR Daily

Cooper Tire & Rubber Company Europe Ltd and others v Dow Deutschland Inc and others [2010] EWCA Civ 864; [2010] WLR (D) 199

“Once the Commission of the European Communities had found that an undertaking had participated in anti-competitive practices the undertaking to could not rely on the English domestic law concept of separate corporate entity to argue that the undertaking as a whole or a parent company in the group had not participated in those practices. Where it was alleged in a claim against the defendants that representatives of those alleged to have been party to the anti-competitive behaviour had had discussions to co-ordinate that behaviour and that those discussions had led to each of the defendants co-ordinating their anti-competitive behaviour, that was sufficient to allow the claim against the defendants to continue even if none of the defendants fined by the commission was domiciled in England.”

WLR Daily, 26th July 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

Hilmi and Associates Ltd v 20 Pembridge Villas Freehold Ltd – WLR Daily

Hilmi and Associates Ltd v 20 Pembridge Villas Freehold Ltd [2010] EWCA Civ 314; [2010] WLR (D) 90

“Where, before the coming into force of the Companies Act 2006, a corporate tenant served notice, pursuant to s 13 of the Leasehold Reform, Housing and Urban Development Act 1993, seeking to exercise a statutory right to acquire the applicable freehold, it was required, for the notice to be valid, to affix its corporate seal, or to supply the signature of two directors or a director and the company secretary.”

WLR Daily, 7th April 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.

Kellogg Brown & Root Holdings (UK) Ltd v Revenue and Customs Commissioners – WLR Daily

Kellogg Brown & Root Holdings (UK) Ltd v Revenue and Customs Commissioners [2010] EWCA Civ 118; [2010] WLR (D) 53

“For the purposes of capital gains tax in relation to associated companies, under s 286(5)(b) of the Taxation of Chargeable Gains Act 1992, a ‘group’ did not require any common purpose but was to be given its ordinary meaning of ‘collection’. Where shares were disposed of by the taxpayer to another company and the ultimate parent companies of each were ‘connected persons’ then the taxpayer and the acquiring company were sufficiently connected within s 18(3) of the 1992 Act for the capital loss on the disposal to be deductible only from chargeable gains arising on other disposals between the same two companies.”

WLR Daily, 25th February 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.

Online Catering Ltd v Acton and another – WLR Daily

Online Catering Ltd v Acton and another [2010] EWCA Civ 58; [2010] WLR (D) 35

“The Bills of Sale Acts did not apply to companies. Accordingly, a party would not succeed in establishing that a contract was unenforceable for want of registration under the Acts if the relevant contracting party was a company.”

WLR Daily, 11th February 2010

Source: www.lawreports.co.uk

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

How to avoid losing a subsidiary by mistake: lessons from the Court of Appeal – OUT-LAW.com

“A parent company can inadvertently lose control of its subsidiary, according to a ruling by the Court of Appeal. An expert has said that the circumstances in which this will happen are rare but that directors of group companies should mitigate the risks.”

Full story

OUT-LAW.com, 26th January 2010

Source: www.out-law.com

In re Lehman Brothers International (Europe) (in administration) (No 2) – WLR Daily

In re Lehman Brothers International (Europe) (in administration) (No 2) [2009[ EWCA Civ 1161; [2009] WLR (D) 323

“The court had no jurisdiction under Pt 26 of the Companies Act 2006 to sanction a scheme of arrangement which extended to the release of rights over property held by the company under a trust since it did not constitute a compromise or arrangement between the company and its creditors within s 899 of the 2006 Act.”

WLR Daily, 10th November 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.

Most of Companies Act finally comes into force – OUT-LAW.com

“Most of the 2006 Companies Act will finally come into force on Thursday when 550 sections of the massive Act are implemented, leaving only a handful of sections to be enacted.”

Full story

OUT-LAW.com, 29th September 2009

Source: www.out-law.com

In re Lehman Brothers International (Europe) (in administration)(No 2) – WLR Daily

In re Lehman Brothers International (Europe) (in administration)(No 2) [2009] EWHC 2141 (Ch); [2009] WLR (D) 287

“The court had no jurisdiction under Pt 26 of the Companies Act 2006 to sanction, so as to make binding on dissentients, a scheme of arrangement which had as its purpose the distribution of property held by a company on trust.”

WLR Daily, 26th August 2009

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.

Stone & Rolls Ltd (in liquidation) v Moore Stephens (a firm) – WLR Daily

Stone & Rolls Ltd (in liquidation) v Moore Stephens (a firm) [2009] UKHL 39; [2009] WLR (D) 277

“A company, which was in the exclusive control of its sole director and shareholder so as to be primarily liable for frauds committed against third parties, could not bring an action for damages against its auditors on the basis that they had failed to detect ‘the very thing’, namely its fraudulent activities, they were engaged to prevent since any such claim would be based on the company’s own illegal conduct and was accordingly debarred by the principle of ex turpi causa non oritur actio.”

WLR Daily, 31st 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.

Interest rate of 15% was not a punishment, rules Court of Appeal – OUT-LAW.com

“An interest rate of 15% agreed in a contract between two companies was not a penalty and was justified, the Court of Appeal has said. The interest, which had been ruled unlawful, can be charged, said the Court.”

Full story

OUT-Law.com, 30th July 2009

Source: www.out-law.com

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.

Brent London Borough Council v Risk Management Partners Ltd – WLR daily

Brent London Borough Council v Risk Management Partners Ltd [2009] EWCA Civ 490; [2009] WLR (D) 179

“A local authority had no power, by virtue of s 2 of the Local Government Act 2000 or s 111 of the Local Government Act 1972, to enter into an arrangement with a company to carry on a mutual insurance business.”

WLR Daily, 11th 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.

Court of Appeal clarifies procurement rules and ends local authorities’ insurance venture – OUT-LAW.com

“Local authorities have been barred from joining together to form an insurance company. The Court of Appeal has blocked London authorities from forming the mutual firm, ruling that councils acted beyond their powers and broke procurement rules.”

Full story

OUT-LAW.com, 10th June 2009

Source: www.out-law.com

FSA faces multimillion claim for failing to stop Terry Freeman trading – The Times

“The Financial Services Authority is facing a multimillion-pound compensation claim from a group of investors who say that the City watchdog failed to stop the activities of a suspected rogue trader.”

Full story

The Times, 5th March 2009

Source: www.timesonline.co.uk

Oak Investment Partners XII v Boughtwood and others – WLR Daily

Oak Investment Partners XII v Boughtwood and others [2009] EWHC 176 (Ch); [2009] WLR (D) 39

“In an appropriate case, where a significant shareholder, who, as a result of being such a shareholder, was appointed to a management role within the company, then engaged in a course of conduct in that role involving improper assertion of rights of control over the practical management of the affairs of the company, that conduct was capable of being conduct of the affairs of the company in an unfairly prejudicial manner for the purposes of s 994 of the Companies Act 2006.”

WLR Daily, 9th February 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.

Regulatory Enforcement and Sanctions Act comes into force – OUT-LAW.com

“Regulators could be given the power to fine companies and order them directly to stop doing something under new laws to come into force in the UK on Wednesday.”

Full story

OUT-LAW.com, 29th September 2008

Source: www.out-law.com

Company name display rules will change in October – OUT-LAW.com

“The law on companies’ display of names at their premises will change in three weeks’ time. From 1st October companies will have to display their registered name anywhere they do business, but will no longer have to put it on the outside of buildings.”

Full story

OUT-LAW.com, 11th September 2008

Source: www.out-law.com

Johnston Publishing (North) Ltd v Revenue and Customs Commissioners – WLR Daily

Johnston Publishing (North) Ltd v Revenue and Customs Commissioners [2008] EWCA Civ 858; [2008] WLR (D) 253

“In order for companies to qualify for exemption from a taxable charge under s 179 of the Taxation of Chargeable Gains Act 1992, they had to be ‘associated’ not only at the time of leaving the group but also at the time of the relevant intra-group transfer. On the proper construction of the section, the use of the word ‘associated’ on its second appearance was not redundant but required the court to consider whether that word was intended to serve some purpose and was not redundant.”

WLR Daily, 24th 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.

Regulatory Enforcement and Sanctions Act 2008

Regulatory Enforcement and Sanctions Act 2008 published

Full text of Act (PDF)

Source: www.opsi.gov.uk

IIG Capital llc v Van der Merwe – Times Law Reports

IIG Capital llc v Van der Merwe

Court of Appeal

“Where shareholders of a company over which they had complete control borrowed money for the business, the question whether they guaranteed to repay the loan as principal or as secondary obligors had to be assessed in that context.”

The Times, 25th June 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.

EAT explains when company owners are employees – OUT-LAW.com

“The owners or controllers of a business can also enjoy protection as employees. The conditions that must be satisfied before such protection exists have now been clarified in a new ruling from the Employment Appeal Tribunal (EAT).”

Full story

OUT-LAW.com, 5th March 2008

Source: www.out-law.com

Government postpones company law reforms until October 2009 – OUT-LAW.com

“The date when significant parts of the Companies Act come into force has been put back a year. It will now be 1st October 2009 instead of 1st October 2008, according to the UK Government.”

Full story

OUT-LAW.com, 7th November 2007

Source: www.out-law.com

Government delays Companies Act – The Times

“The Government has delayed the introduction of some of the remaining provisions of the Companies Act 2006, a wide-ranging overhaul of UK company law, it was announced today (7 November).”

Full story

The Times, 7th November 2007

Source: www.timesonline.co.uk

Investor protest as ‘simplified’ company law prevents free votes at AGM – The Times

“Britain’s biggest investors have written to the Government to demand changes to the new Companies Act, which they say prevents them from taking action over unsatisfactory behaviour by businesses.”

Full story

The Times, 6th November 2007

Source: www.timesonline.co.uk

The Companies Act: the longest piece of legislation ever – The Times

“The Government’s aim is to simplify company law and make it easier to understand, especially for small businesses – yet it is the longest piece of legislation passed by Parliament since it was established by Oliver Cromwell in the 17th century. Eight years in the making, the Act runs to 1,300 sections and 701 pages.”

Full story

The Times, 25th September 2007

Source: www.timesonline.co.uk

The Companies Act: timetable for introduction – The Times

“A number of parts of the Act are already in force. Put on the statute book on November 8, 2006, it is being introduced in stages over two years. The Government intends that it will be fully in force by October 2008.”

Full story

The Times, 25th September 2007

Source: www.timesonline.co.uk

Companies Act under threat from European Commission – OUT-LAW.com

“The European Commission has proposed simplifying the law governing businesses in Europe just months after large parts of the UK’s new Companies Act came into force.”

Full story 

OUT-LAW.com, 12th July 2007

Source: www.out-law.com

Companies Act 2006 – Derivative Claims – Ministry of Justice

“The Companies Act 2006 (“the Act”), which received Royal Assent on 8 November 2006, has, amongst other things, made changes to the substantive law on derivative claims. In order to support the changes it has been necessary to amend the rules of court.”

Companes Act 2006 – derivative claims

Source: http://www.justice.gov.uk

DTI: we need more legal input into Companies Act – Legal Week

“The Government has sounded a last-minute rallying call to lawyers in the UK in the bid to encourage the legal profession to engage with its consultation on the Companies Act.”

Full story

Legal Week, 17th May 2007

Source: www.legalweek.com


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