Officers and Members of Company in UK Law
- corporate governance
- corporate veil
- de facto director
- directors duties
- disqualification of director
- fit and proper
- lifting the corporate veil
- minority oppression
- minority shareholders
- nominee director
- oppression of shareholders
- piercing the corporate veil
- piercing the veil
- shadow director
- shareholders agreement
Ebrahimi v Westbourne Galleries Ltd; Re Westbourne Galleries Ltd
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
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. If it is a guilty mind then that guilt is the guilt of the company.
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
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. He cannot presume in his own favour that things are rightly done if enquiry that he ought to make might tell him that they were wrongly done.
Locobail (U.K.) Ltd v Bayfield Properties Ltd
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.
Regal (Hastings) Ltd v Gulliver
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.
Caparo Industries Plc v Dickman
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.
Insolvency Act 1986
...... to consolidate the enactments relating to company insolvency and winding up (including the winding ...( b . ) to call any meeting of the members or creditors of the. company. . (3) The ... power conferred on the company or its officers,. whether by this Act or the Companies Act or by ......
Corporate Insolvency and Governance Act 2020
...... provision that enables an eligible company, in certain circumstances, to obtain a ... harmed the interests of its creditors or members generally or of some part of its creditors or ...) Section 7A (prosecution of delinquent officers of company) is amended as follows. . (2) For ......
Companies Act 1862
...... S-3 . Definition of Insurance Company. 3 Definition of Insurance Company. . 3. For ..., or Partnership, or by the individual Members thereof, unless it is registered as a Company .... 58. It shall be the Duty of all Officers and Agents of the Company to produce for the ......
Limited Liability Partnerships Regulations 2001
....... . PART III . Companies Act 1985 and Company Directors Disqualification Act 1986 . . 4. . ... agreement express or implied between the members of the limited liability partnership or between ... . . . Officers and registered office . . . . 287 ......
Who is Running British Manufacturing?
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......... by better qualified chief executive officers tend to be more profitable. For over a decade, ... profiles of their existing "top team" members and company profitability. The UK Economy in 1991 ......
Valuing intellectual capital of innovative start‐ups
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......... calculating fair share of an innovative company’sshareholdings. The method reﬂects the risk ... and their graphical representation, hence,members of the IC community who seek more practical ......
Money-laundering: Martin Nimmo explains the position of trust and company service providers under the UK Money Laundering Regulations 2007.
......Members in practice have already been told that, unless they have arranged to be ... that match directors or secretaries to companies seeking such officers may also have to consider registering. . The largest group of CIMA members ......
Attribution in Company Law
In Bilta (UK) Ltd (in liquidation) v Nazir (No 2), the Court of Appeal held that the ex turpi causa defence was inapplicable by refusing to attribute the fraud of the directors and the sole shareho......... a legal personality separate and distinct from its directors and members. This principle can only be disregarded under very exceptional ......
Tribunal Awards India First BIT Case Win, Dismissing Claims Of French Investor
...... Following the alleged armed kidnapping of company officers and members of an officer's family, the ......
Modern slavery directors personally liable for employee exploitation
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
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
...... 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 ......