Officers and Members of Company in UK Law

Leading Cases
  • Ebrahimi v Westbourne Galleries Ltd; Re Westbourne Galleries Ltd
    • House of Lords
    • 03 May 1972

    The words are a recognition of the fact that a limited company is more than a mere judicial entity, with a personality in law of its own: that there is room in company law for recognition of the fact that behind it, or amongst it, there are individuals, with rights, expectations and obligations inter se which are not necessarily submerged in the company structure.

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

    A living person has a mind which can have knowledge or intention or be negligent and he has hands to carry out his intentions. 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 not acting as a servant, representative, agent or delegate.

    Normally the Board of Directors, the Managing Director and perhaps other superior officers of a company carry out the functions of management and speak and act as the company. But the Board of Directors may delegate some part of their functions of management giving to their delegate full discretion to act independently of instructions from them.

  • Morris v Kanssen, sub nom Kanssen v Rialto (West End) Ltd
    • House of Lords
    • 22 Mar 1946

    The wheels of business will not go smoothly round unless it may be assumed that that is in order which appears to be in order. It is a rule designed for the protection of those who are entitled to assume, just because they cannot know, that the person with whom they deal has the authority which he claims. This is clearly shown by the fact that the rule cannot be invoked if the condition is no longer satisfied, that is, if he who would invoke it is put upon his enquiry.

  • Locobail (U.K.) Ltd v Bayfield Properties Ltd
    • Court of Appeal
    • 17 Nov 1999

    By contrast, a real danger of bias might well be thought to arise if there were personal friendship or animosity between the judge and any member of the public involved in the case; or if the judge were closely acquainted with any member of the public involved in the case, particularly if the credibility of that individual could be significant in the decision of the case; or if, in a case where the credibility of any individual were an issue to be decided by the judge, he had in a previous case rejected the evidence of that person in such outspoken terms as to throw doubt on his ability to approach such person's evidence with an open mind on any later occasion; or if on any question at issue in the proceedings before him the judge had expressed views, particularly in the course of the hearing, in such extreme and unbalanced terms as to throw doubt on his ability to try the issue with an objective judicial mind (see Vakauta v. Kelly (1989) 167 CLR 568); or if, for any other reason, there were real ground for doubting the ability of the judge to ignore extraneous considerations, prejudices and predilections and bring an objective judgment to bear on the issues before him.

  • Caparo Industries Plc v Dickman
    • House of Lords
    • 08 Feb 1990

    What emerges is that, in addition to the foreseeability of damage, necessary ingredients in any situation giving rise to a duty of care are that there should exist between the party owing the duty and the party to whom it is owed a relationship characterised by the law as one of "proximity" or "neighbourhood" and that the situation should be one in which the court considers it fair, just and reasonable that the law should impose a duty of a given scope upon the one party for the benefit of the other.

  • Regal (Hastings) Ltd v Gulliver
    • House of Lords
    • 20 Feb 1942,20 Feb 1942

    The rule of equity which insists on those who by use of a fiduciary position make a profit, being liable to account for that profit, in no way depends on fraud, or absence of bona fides; or upon such questions or considerations as whether the profit would or should otherwise have gone to the Plaintiff, or whether the profiteer was under a duty to obtain the source of the profit for the Plaintiff, or whether he took a risk, or acted as he did for the benefit of the Plaintiff, or whether the Plaintiff has in fact been damaged or benefited by his action.

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Books & Journal Articles
  • Who is Running British Manufacturing?
    • Núm. 92-6, Junio 1992
    • Industrial Management & Data Systems
    Reviews the “qualifications” of the main board directors in 55 of the UK′s largest manufacturing companies. Examines the performance of these companies to determine whether there is any possible as...
  • Valuing intellectual capital of innovative start‐ups
    • Núm. 12-2, Abril 2011
    • Journal of Intellectual Capital
    Purpose: The main purpose of this study is to contribute to the theory of intellectual capital (IC) with the new IC valuation method based on the economic value added (EVA®) concept as well as to p...
    • Núm. 11-3, Noviembre 1973
    • British Journal of Industrial Relations
  • The Safety Officer: An Emerging Management Role?
    • Núm. 11-2, Febrero 1982
    • Personnel Review
    The safety officer is a person who has been around in industry for a not inconsiderable period of time, but about whom relatively little is known. Some indication of the historical nature of the sa...
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Law Firm Commentaries
  • Tribunal Awards India First BIT Case Win, Dismissing Claims Of French Investor
    • Mondaq UK
    • 19 de Septiembre de 2018
    ...... Following the alleged armed kidnapping of company officers and members of an officer's family, the ......
  • Modern slavery directors personally liable for employee exploitation
    • JD Supra United Kingdom
    • Allen & Overy LLP
    • 27 de Junio de 2019
    The High Court has held a company’s officers personally, jointly and severally liable to its employees as victims of modern slavery. The officers had deliberately and systematically utilised coerci...
    .... ​The High Court has held a company’s officers personally, jointly and severally ... of a company for the benefit of its members as a whole and to exercise reasonable care, skill ......
  • Guest Post: Stronger UK Pensions Regulator: Risks for Directors and Officers
    • LexBlog United Kingdom
    • Kevin LaCroix
    • 20 de Septiembre de 2018
    In the following guest post, Tristan Hall, Andrew Milne, and Emma Boulding of the CMS Cameron McKenna Nabarro Olswang LLP law firm take a look at the increased risks to directors and officers in th...
    ...... Regulator and new sanctions for non-compliant activities by company directors.   Amongst the key proposals are the introduction of the ... account for £1.5 trillion assets and around 10.5 million scheme members in the UK, with scheme payments predicted to peak around 2020 to 2030. It ......
  • Data Protection Officers Must Not Have A Conflict Of Interest – Part 2
    • Mondaq UK
    • 10 de Enero de 2018
    ...... Companies may choose to appoint an employee of the company as an internal DPO or a professional data privacy advisor as an external ... the position in its recent activity report (German only) that members of the legal department may in certain cases have a conflict of interest ......
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