Essential Cases: Land Law provides a bridge between course textbooks and key case judgments. This case document summarizes the facts and decision in Re Citro [1991] Ch 142, Court of Appeal. The document also includes supporting commentary from author Aruna Nair.
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Chapter
Essential Cases: Land Law provides a bridge between course textbooks and key case judgments. This case document summarizes the facts and decision in Re Citro [1991] Ch 142, Court of Appeal. The document also includes supporting commentary from author Aruna Nair.
Chapter
Essential Cases: Land Law provides a bridge between course textbooks and key case judgments. This case document summarizes the facts and decision in Re Citro [1991] Ch 142, Court of Appeal. The document also includes supporting commentary from author Aruna Nair.
Chapter
This chapter sets out in outline the impact of insolvency on partnerships, the insolvency being that of the firm, one or more of the partners or any combination of those possibilities. It deals in order with the winding up of an insolvent partnership only, the winding up of the insolvent firm with the concurrent bankruptcies of the partners, joint bankruptcy petitions against the partners and separate bankruptcy petitions against the partners. It distinguishes between the rights of partnership and individual creditors and deals with the disqualification of an insolvent partner from the management of a company. The chapter then details the application of the corporate insolvency procedures of voluntary arrangements and administration orders to partnerships.
Chapter
This chapter discusses doctrine of capital maintenance. The doctrine of capital maintenance is essentially a collection of rules designed to ensure, first, that a company obtains the capital which it has purported to raise; and secondly, that that capital is maintained, subject to the exigencies of the business, for the benefit and protection of the company's creditors and the discharge of its liabilities. In particular, the doctrine of capital maintenance precludes the return of capital, directly or indirectly, to the shareholders ahead of a winding up of the company. The discussions cover the purchase and redemption of a company's own shares; reduction of capital; distributions to the members; and financial assistance by a company for the acquisition of its own shares.
Chapter
At common law, directors have a duty to act bona fide in the interests of the company, which is restated in the Companies Act 2006 (CA 2006) s. 172(1) as a duty to act to promote the success of the company. This chapter separates that duty into its component elements and discusses each in turn. These include: the duty to act in good faith; the success of the company for the benefit of the members as a whole; having regard to various factors; and considering creditors' interests.
Chapter
Each Concentrate revision guide is packed with essential information, key cases, revision tips, exam Q&As, and more. Concentrates show you what to expect in a law exam, what examiners are looking for, and how to achieve extra marks. This chapter discusses the various procedures available to companies experiencing financial difficulties that are so severe that the company’s survival is in jeopardy. It focuses on procedures that aim to help struggling companies (such as administration); help creditors recover monies owed (such as receivership); and commence the process of ending the company’s existence and provide for the distribution of its remaining assets (namely winding up).
Chapter
18. Company Law III
Company Meetings, Shareholder Protection, and Liquidation of Companies
This chapter discusses the different types of company meetings and how meetings are convened and managed. It examines the different types of resolutions that may be made by shareholders both at meetings and outside meetings, and the rights of shareholders to propose their own resolutions. It explains the difference between voting by a show of hands and voting by poll. It considers the protection given by law to minority shareholders. It discusses the meaning of insider dealing and market abuse and the penalties they attract. The chapter concludes with a discussion of methods by which a company can be wound up and the meaning of wrongful and fraudulent trading.
Chapter
This chapter begins with an overview of the company ‘capital’ and its importance. It then discusses: attracting capital and protecting both shareholders and creditors; terminology associated with legal capital; the legal nature of shares; the minimum capital requirements for company formation; limiting access to shares; offers to the public to purchase shares and remedies for misleading offers; and collecting in the company’s capital (issue of shares at a discount, issue of shares at a premium, and issue of shares in exchange for property).
Chapter
This chapter considers the rules that enable insolvency practitioners to claim assets which are not held by the insolvent company itself. It discusses wrongful trading; transactions at an undervalue and preferences; transactions defrauding creditors; and invalid floating charges.
Chapter
This chapter analyses the organisational structure created by company law for the conduct of business through its five core features: recognition of the company as an entity distinct from all its shareholders; limited liability for shareholders; specialised management, separate from the shareholders; the lock-in of the shareholders’ contributions coupled with ease of transfer of the shareholder interest; and free allocation of rights of control over the company to the members of the company. At the same time, the chapter identifies the agency problems created by this structure, the regulation of which is discussed in the following chapters. The chapter also briefly sketches the multiple sources of company law.
Chapter
This chapter examines the principal constituents who make up and contribute to the success of companies in the UK. The role of the members is discussed, especially their role in corporate decision making. What is a director and the powers of the board of directors are examined, as well as a discussion of the appointment and remuneration of directors. The importance of the company secretary is examined. The chapter than looks at the role of the company’s auditor as well as the liability that can be imposed upon a negligent auditor. Finally, the chapter looks at the position occupied by a company’s creditors and examines how they can protect themselves via taking security, such as a fixed or floating charge over the company’s assets.
Chapter
This chapter considers the rules that enable insolvency practitioners to claim assets which are not held by the insolvent company itself. It discusses wrongful trading; transactions at an undervalue and preferences; transactions defrauding creditors; and invalid floating charges.
Chapter
This chapter explains how insolvency law applies to an LLP. It considers the various insolvency processes under the Insolvency Act 1986 that can arise, and the position of members in a winding up, both as potential contributories and also as potential creditors. It addresses investigations into LLPs under the Companies Act 1985, and finally explains how an LLP can be struck from the register and how it can be restored.
Chapter
The Companies Act 2006 (CA 2006) s. 172(1) requires directors to act to promote the success of the company. This chapter separates that duty into its component elements: the duty to act in good faith, promoting the success of the company for the benefit of the members as a whole, having regard to stakeholders (including employees), and considering creditors’ interests. The position of a nominee director in this scheme is considered. The pluralist debate which preceded the enactment of s 172 is addressed as well as the recent addition of further reporting obligations in order to strengthen the provision. The new s 172 statement is considered. The chapter explores in detail the evolving jurisprudence around s 172(3) and the need to have regard to creditors’ interest in certain circumstances.
Chapter
This chapter discusses the doctrine of capital maintenance which precludes the return of capital, directly or indirectly, to the shareholders ahead of a winding up of the company. The discussion covers the purchase and redemption of a company’s own shares, reduction of capital, distributions to the members, and financial assistance by a company for the acquisition of its own shares. Purchase and redemption schemes (buy-backs) are common transactions and are discussed in detail as is the procedure for a reduction of capital. The key issue for creditors, however, is the risk posed by distributions to members and much of the chapter is devoted to discussing the distribution rules laid down in CA 2006, Part 23 and the common law. The chapter discusses the rules as to distributable profits and the liability of directors in the case of improper distributions and, in particular, their liability for dividends improperly declared.
Chapter
Each Concentrate revision guide is packed with essential information, key cases, revision tips, exam Q&As, and more. Concentrates show you what to expect in a law exam, what examiners are looking for, and how to achieve extra marks. This chapter discusses some of the key common law and statutory provisions relating to consumer credit agreements and the common issues that arise. It first explains the provisions of the Consumer Credit Act 1974, as amended by the Consumer Credit Act 2006. The chapter then considers the rights of debtors who take credit under a ‘regulated agreement’, along with the (previous) extortionate credit bargain provisions that have been replaced by a test which considers whether there was an unfair relationship between the debtor and the creditor. It also considers consumer hire agreements, exempt agreements, small agreements, and non-commercial agreements as well as the liability of the creditor for the seller’s misrepresentation or breach of contract, retaking of protected goods, and the debtor’s right to complete payments ahead of time.
Chapter
The Concentrate Questions and Answers series offers the best preparation for tackling exam questions and coursework. Each book includes typical questions, suggested answers with commentary, illustrative diagrams, guidance on how to develop your answer, suggestions for further reading, and advice on exams and coursework. This chapter examines loan capital—borrowing by companies. It focuses on: the legal distinction between fixed and floating charges created by companies over their assets as security for loans, the registration of charges, applications for extension of the period for registration, the priority of charges on insolvency, and the avoidance of charges under the Insolvency Act 1986.
Chapter
Each Concentrate revision guide is packed with essential information, key cases, revision tips, exam Q&As, and more. Concentrates show you what to expect in a law exam, what examiners are looking for, and how to achieve extra marks. This chapter discusses some of the key common law and statutory provisions relating to consumer credit agreements and the common issues that arise. It first explains the provisions of the Consumer Credit Act 1974, as amended by the Consumer Credit Act 2006. The chapter then considers the rights of debtors who take credit under a ‘regulated agreement’, along with the (previous) extortionate credit bargain provisions that have been replaced by a test which considers whether there was an unfair relationship between the debtor and the creditor. It also considers consumer hire agreements, exempt agreements, small agreements, and non-commercial agreements, as well as the liability of the creditor for the seller’s misrepresentation or breach of contract, retaking of protected goods, and the debtor’s right to complete payments ahead of time.
Chapter
This chapter explores the law of co-ownership. Co-ownership describes the situation where where two or more people own land simultaneously i.e. at the same time. The chapter considers questions such as how is co-owned land held at law and in equity and how do courts determine disputes involving co-owned land. The law of co-ownership represents an amalgam of common law rules and statutory provisions, most notably under the provisions of the Law of Property Act 1925 and the Trusts of Land and Appointment of Trustees Act 1996 all of which are unpacked in this chapter.
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