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4. Shareholders as an Organ of the Company  

every big case not more than 5 per cent of the interests involved 24 are present in person at the meeting. It is for that reason that the court takes the view that it is essential to see

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7. Minority Shareholder Remedies  

■ The question is about the significance of the case, and not about the case generally, so don’t waste time setting out case facts in great detail ■ Don’t just look at the concept

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2. Corporate Personality and Limited Liability  

of public policy, it should only be relied upon where it is essential. Nevertheless, there are a good number of cases where the members are indeed made liable, despite a corporate

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13. Skills for Success in Coursework Assessments  

, as will be the case in most problems. Establish the principles ( O’Neill v Phillips ), consider where Serin’s case fits within these, and bring in relevant cases—remembering here

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7. Directors’ Duties  

As the facts of this case demonstrate, the consequence of non-disclosure may be that the company makes erroneous business decisions because it lacks essential information. A legal rule

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3. Corporate Activity and Legal Liability  

character. This is not a precise test and it would have to be worked out on a case by case basis. But the essential distinction is between nullity (or non-event) and procedural irregularity

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9. Company Auditors  

213. (iii) ’Advice’ cases and ‘information’ cases 18. The distinction drawn by Lord Hoffmann in SAAMCO between ‘advice’ cases and ‘information’ cases has not proved to be

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5. The Board of Directors as an Organ of the Company  

to apply in most cases. It is important to hold to those words in each case. The judges of the Chancery Division have, understandably, attempted in certain cases to give guidance

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8. Remedies for Maladministration of the Company  

notes This area is difficult, and the cases are not easy to reconcile. Yet, if members are to pursue personal claims, then it is essential to know whether the wrong in question is

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3. Lifting the veil  

Court of Appeal stated: [i]n our view the cases before and after Wallersteiner v Moir [1974] 1 WLR 991 [another Lord Denning case] show that the court will use its power to pierce

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4. Articles of association  

contract is ever made. Although each case depends on its particular facts, there are three types of case which have often been reported: (a) In some cases ( see 4.4.2.4 Provision reflecting

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4. Articles of association  

contract is ever made. Although each case depends on its particular facts, there are three types of case which have often been reported: (a) In some cases (see 4.4.2.4 Provision reflecting

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4. Shares and Shareholders  

the case then the directors would be in breach of s. 171(b) even if they were acting in good faith in what they felt was best for the company ( CA 2006, s. 172 ), as in cases such

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12. Distributions to Shareholders and Capital Maintenance  

hold the shares (as in the present case) is permanently withdrawn from its trading capital. It appears to me that … it is inconsistent with the essential nature of a company that it should

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3. Corporate personality  

[I]n each of these cases the wrongdoer controlled the company, which he used as a façade or device to facilitate and cover up his own wrongdoing—in the first two cases [ Gilford, Jones

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5. Directors’ Duties  

need to be sparing with case facts to leave enough time to discuss the law and address the question, but this paragraph shows sometimes case facts are essential to support the point being

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10. Shares  

concluded that this was the case.] ➤ Questions 1. The implications of this case are potentially far-reaching. In the Bushell v Faith case [5.02] Bushell v Faith [1970]

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20. The derivative claim and the rule in Foss v Harbottle  

v Sigmund [2015] BCC 503 at [53]: ‘A prima facie case is a higher test than a seriously arguable case and I take it to mean a case that, in the absence of an answer by the defendant

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11. Statutory shareholder remedies  

proactive role in case management (see, for example, Re Rotadata Ltd (2000) in which Neuberger J stressed that the CPR encouraged the court to take an active part in case management and

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15. Reconstructions, Mergers and Takeovers  

as one aggregated venture. In a straightforward case, the procedure laid down by IA 1986 s 110 may be used. In more complicated cases, the other procedures are used. Much the same