1-15 of 15 Results

  • Keyword: winding-up x
Clear all

Chapter

Cover Company Law

23. Liquidation, dissolution, and restoration  

This concluding chapter explores the different types of liquidation, the powers of a liquidator, and the ways in which a company can be dissolved and restored. The Insolvency Act 1986 (IA 1986) provides for two types of liquidation: voluntary winding up and winding up by the court. A voluntary winding up occurs where the members voluntarily wind up the company by passing a special resolution. Meanwhile, compulsory winding up occurs where a person petitions the court for an order of winding up the company, and the court grants such an order. The liquidator’s role is to gather, realize, and distribute the assets of the company to its creditors and, if there is a surplus, to persons so entitled. Ultimately, the process by which a company’s existence is ended is known as ‘dissolution’. A dissolved company can be restored in certain circumstances.

Chapter

Cover Mayson, French & Ryan on Company Law

20. Company insolvency and liquidation  

This chapter deals with procedures and legislation governing the insolvency and liquidation of a company and who are qualified as insolvency practitioners. It discusses insolvency procedures such as administration, voluntary arrangement, creditors’ voluntary winding up, winding up by the court and the appointment of a provisional liquidator. It considers the effect of insolvency and liquidation procedures on floating charges, court control of insolvency and liquidation procedures, and liability for fraudulent trading and wrongful trading. The legal principles underlying disqualification orders against a company’s directors, the use of an insolvent company’s name, the order of the application of assets in liquidation and the dissolution of a company are also examined.

Chapter

Cover Company Law

15. Members’ remedies  

This chapter explores principal statutory remedies that aim to protect a company’s members: the derivative claim, the unfair prejudice petition, and the petition to wind up the company. Where a company has sustained a loss, a member may be able to bring a derivative claim on behalf of the company. In order to continue a derivative claim, the member must obtain permission from the court to continue the claim. A member can also petition the court for a remedy where the company’s affairs have been conducted in a manner that is unfairly prejudicial to that member’s interests as a member. In unfair prejudice cases, the most common remedy is a share purchase order. Finally, a member can petition the court for a winding-up order, with the relevant ground here being winding up where the court thinks it is just and equitable to do so.

Chapter

Cover Mayson, French, and Ryan on Company Law

20. Company insolvency and liquidation  

This chapter deals with procedures and legislation governing the insolvency and liquidation of a company and who are qualified as insolvency practitioners. It discusses insolvency procedures such as administration, voluntary arrangement, creditors’ voluntary winding up, winding up by the court and the appointment of a provisional liquidator. It considers the effect of insolvency and liquidation procedures on floating charges, court control of insolvency and liquidation procedures, and liability for fraudulent trading and wrongful trading. The legal principles underlying disqualification orders against a company’s directors, the use of an insolvent company’s name, the order of the application of assets in liquidation and the dissolution of a company are also examined.

Chapter

Cover Company Law Concentrate

8. Members’ remedies  

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 three principal remedies provided by law to members of a company: the derivative claim under Pt 11 of the Companies Act 2006 (CA 2006), the unfair prejudice remedy under Pt 30 of the CA 2006, and the petition for winding up the company under s 122 of the Insolvency Act 1986 (IA 1986).

Chapter

Cover Partnership and LLP Law

11. The Corporate Structure  

This chapter explains the statutory requirements with respect to the formation of an LLP and explains the process by which an LLP is incorporated. It explains how, as an incorporated body, an LLP acts through its members and other agents, and how their acts and their potential wrongdoing can be attributed in law to the LLP itself. It addresses the concept of limited liability that is consequent to an LLP's incorporation, and identifies the obligations that are imposed on an LLP arising from limited liability, in terms of registration and publicity.

Chapter

Cover Company Law Concentrate

8. Members’ remedies  

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 three principal remedies provided by law to members of a company: the derivative claim under Pt 11 of the Companies Act 2006 (CA 2006); the unfair prejudice remedy under Pt 30 of the CA 2006; and the petition for winding up the company under s 122 of the Insolvency Act 1986 (IA 1986).

Chapter

Cover Mayson, French & Ryan on Company Law

18. Remedies for maladministration  

This chapter considers the remedies available when maladministration occurs, with emphasis on the existence of the company as a separate person. It examines circumstances where a wrong has been done to the company or to individual members, focusing on the proper claimant principle established in Foss v Harbottle (1843) 2 Hare 461, and the possible action that can be taken against company officers who have committed a wrong. It also explains the causes for which a member can file derivative claims; the right of a member to petition the court for relief under the Companies Act 2006 (CA 2006), part 30 (ss 994 to 999); members’ petition for winding up; the irregularity principle; and when the Secretary of State can intervene in maladministration cases. The chapter cites relevant legislation (Companies Act 1985, Insolvency Act 1986 and CA 2006) and a number of particularly significant court cases.

Chapter

Cover Mayson, French, and Ryan on Company Law

18. Remedies for maladministration  

This chapter considers the remedies available when maladministration occurs, with emphasis on the existence of the company as a separate person. It examines circumstances where a wrong has been done to the company or to individual members, focusing on the proper claimant principle established in Foss v Harbottle (1843) 2 Hare 461, and the possible action that can be taken against company officers who have committed a wrong. It also explains the causes for which a member can file derivative claims; the right of a member to petition the court for relief under the Companies Act 2006 (CA 2006), part 30 (ss 994 to 999); members’ petition for winding up; the irregularity principle; and when the Secretary of State can intervene in maladministration cases. The chapter cites relevant legislation (Companies Act 1985, Insolvency Act 1986 and CA 2006) and a number of particularly significant court cases.

Chapter

Cover Partnership and LLP Law

17. Insolvency and Dissolution  

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

Cover Company Law

19. The unfairly prejudicial remedy and the minority shareholder  

The most important minority shareholder remedy is the unfairly prejudicial petition under Companies Act 2006 (CA 2006), s 994. This chapter examines petitioning on the grounds of unfair prejudice; the boundaries to unfairly prejudicial conduct; the court’s power to grant relief; and petitioning for a winding-up order on the just and equitable ground under IA 1986, s 122(1)(g). The extensive case law on the section is considered in detail. The courts look to breaches of the terms on which the business should be conducted including breaches of the CA 2006, but also breaches of the agreements underlying the parties’ relationships. Such underlying commitments are most commonly found in quasi-partnerships. The chapter examines the quasi-partnership in detail. The remedy most commonly provided by the court is a purchase order and the chapter looks at the valuation issues around such orders. It also considers the alternative remedy of a winding up on the just and equitable ground.

Chapter

Cover Partnership and LLP Law

13. Rights and Duties of Membership  

This chapter addresses the rights and obligations of membership. It explains what a member's share in the LLP entails, and considers how the share can be assigned or treated as property. It considers the duties that members owe to the LLP and to each other, including both fiduciary duties and those that arise under a common law duty of care. It considers what duties a member may have to outsiders, and also the protections that a member may have in the event of unfair treatment by the LLP.

Chapter

Cover Company Law

11. Statutory shareholder remedies  

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter deals with statutory remedies available to aggrieved minority shareholders, particularly their right to seek relief through a winding-up order on the just and equitable ground. It first considers the classic case of Ebrahimi v Westbourne Galleries Ltd (1973), which addressed the scope of the court’s jurisdiction under the just and equitable ground, and presents illustrations of the grounds which will support a petition under s 122(1)(g) of the Insolvency Act 1986. It also examines the issue of whether the principles promulgated in Ebrahimi extend beyond the statutory context of just and equitable winding-up. In addition, the chapter discusses the elements of unfair prejudice; explains locus standi and procedural aspects of s 994 of the Companies Act 2006 together with the remedies contained in s 996; it also considers other specific statutory rights available to aggrieved minority shareholders. Finally, it explains the Law Commission’s proposed reforms for the unfair prejudice provision.

Chapter

Cover Company Law

17. Corporate rescue and liquidations in outline  

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter deals with the regulatory regime governing corporate rescue and liquidations. It first considers two procedures that were introduced by the Insolvency Act 1986 aimed at implementing the objective of corporate rescue: the administration order and the company voluntary arrangement, the former of which has been fundamentally reformed by the Enterprise Act 2002. It then discusses voluntary winding-up by companies, members, and creditors under the 1986 Act, as well as the grounds on which the court may initiate compulsory winding-up. The chapter also examines the consequences of a winding-up petition on dispositions of company property; winding-up in the public interest; the duties and functions of the liquidator; provisions allowing avoidance of transactions entered into prior to liquidation; the personal liability of directors under the Insolvency Act 1986; and distribution of surplus assets following liquidation. Finally, it outlines a number of amendments to the 1986 Act.

Chapter

Cover Company Law

24. Liquidation and dissolution—winding up the insolvent company  

Winding up or liquidation is the process by which the assets of the company are collected in and realised. This chapter concentrates on the winding up of insolvent companies. The discussion covers: voluntary winding up; compulsory winding up; consequences of the winding-up order; the role and powers of a liquidator; the anti-deprivation rule, proof of debts, and set-off; the order of distribution; and dissolution of the company. The chapter considers the differing types of winding up and, in particular, the ability to have a company wound up where it is unable to pay its debts. It examines the role of the liquidation in realising assets and making distributions to creditors. It considers in detail the order of distribution and the priority accorded to creditors including HMRC (following the expansion of preferential debts), floating chargeholders and unsecured creditors.