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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

have now changed: see ‘ What are the essentials of a ‘meeting’? What are the essentials of a “meeting”? ’, pp 204ff.) 7. Contrast that case with the decision in Wright v Atlas Wright

■ 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

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

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

, 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

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

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

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

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

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

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

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

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

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

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

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

whose services are nowadays essential. There is thus little need to include extracts from these cases, insofar as they relate to promoters’ duties, as such cases are now mainly of historical

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

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