Company in UK Law

Leading Cases
  • Johnson v Gore Wood & Company (A Firm)
    • House of Lords
    • 14 Diciembre 2000

    That is to adopt too dogmatic an approach to what should in my opinion be a broad, merits-based judgment which takes account of the public and private interests involved and also takes account of all the facts of the case, focusing attention on the crucial question whether, in all the circumstances, a party is misusing or abusing the process of the court by seeking to raise before it the issue which could have been raised before.

    The problem can be resolved only by close scrutiny of the pleadings at the strike-out stage and all the proven facts at the trial stage: the object is to ascertain whether the loss claimed appears to be or is one which would be made good if the company had enforced its full rights against the party responsible, and whether (to use the language of Prudential at page 223) the loss claimed is "merely a reflection of the loss suffered by the company."

    On the other hand, although a share is an identifiable piece of property which belongs to the shareholder and has an ascertainable value, it also represents a proportionate part of the Company's net assets, and if these are depleted the diminution in its assets will be reflected in the diminution in the value of the shares. But in the case of a small private company like this company, the correspondence is exact.

    If the shareholder is allowed to recover in respect of such loss, then either there will be double recovery at the expense of the defendant or the shareholder will recover at the expense of the company and its creditors and other shareholders. This is a matter of principle; there is no discretion involved.

    The test is not whether the company could have made a claim in respect of the loss in question; the question is whether, treating the company and the shareholder as one for this purpose, the shareholder's loss is franked by that of the company. If so, such reflected loss is recoverable by the company and not by the shareholders.

  • Meyer v Scottish Co-operative Wholesale Society
    • House of Lords
    • 24 Julio 1958

    "In my view", he said, "the section warrants the Court in looking at the business realities of a situation and does not confine them to a narrow legalistic view.

  • Tesco Supermarkets Ltd v Nattrass
    • House of Lords
    • 31 Marzo 1971

    A corporation has none of these: it must act through living persons, though not always one or the same person. Then the person who acts is not speaking or acting for the company. He is acting as the company and his mind which directs his acts is the mind of the company. He is an embodiment of the company or, one could say, he hears and speaks through the persona of the company, within his appropriate sphere, and his mind is the mind of the company.

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Books & Journal Articles
  • Denmark: Company Draining
    • No. 3-1, February 1995
    • Journal of Financial Crime
    • 107-108
    A new phrase has been introduced in Denmark in the field of financial crimes called ‘Company Draining’, and the Public Prosecutor of Commercial Crimes is presently investigating 2,000 cases involvi...
  • Baan Company.
    • No. 2001, October 2001
    • Financial Management (UK)
    • Johnson, Daniel
    • UK office appoints Keith Simpson - Brief Article
    ...Baan Company has appointed Keith Simpson as its new UK business development director. Following its recent acquisition, Baan is now an integrated part of the Software Systems division of Ivenseys. Previously, Simpson held a business development role ......
  • Present company.
    • No. 2008, November 2008
    • Financial Management (UK)
    • Christison, Ian
    • Letters - Letter to the editor
    ...I was disappointed that my name was not listed among those of the past presidents who attended the service of thanksgiving for the life of Vice-Admiral Sir George Vallings KCB at Guildford Cathedral (First in, April). I had the greatest regard and re......
  • Corporate Mobility and Company Law
    • No. 79-5, September 2016
    • The Modern Law Review
    Globalisation has given commercial parties more freedom to choose the company law system that best suits their private needs. The growing range of techniques to facilitate choice between systems of...
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Law Firm Commentaries
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