Read more about Corporate
The reasons for lack of female representation in top jobs are varied and largely intractable. Read more
The Court of Appeal has handed down a key judgment relating to ‘piercing the corporate veil’. The corporate veil is pierced when individuals in control of a company are held liable for wrongdoing, even though remedies appear only to be available against the company and not those individuals or vice versa. The court has overruled recent cases which appeared to extend the scope of the doctrine, and declined to find that a company’s controller was a party to a contract entered into in the name of his ‘puppet’ company. The judgment will provide parties with greater certainty as to who is bound by an agreement. Read more
If you are transferring assets, up or across, between group companies at less than their market value, check that the transferring company has distributable profits; otherwise you may be causing an unlawful distribution. Read more
The court has ordered the compulsory sale of a shareholder’s shares, where his attack on his fellow shareholder (who was also his brother) with a hammer was considered to be unfairly prejudicial conduct on his part, as it made it impossible for the two of them to continue their relationship as directors and shareholders of their company. Read more
The Court of Appeal has confirmed the ruling of the High Court in the case of Jet2.com Limited v Blackpool Airport Limited that a party’s obligation in a contract to exercise “best endeavours” or “all reasonable endeavours” could require that party to act against its own commercial interests. Read more
Although there were pre-emption provisions on transfers of shares in a company owning three major London hotels, the Barclay brothers were able to get round those restrictions by buying all the shares in one of the shareholders of the company. The Court of Appeal has confirmed that those pre-emption provisions did not extend to a transfer of the shares in one of the company’s corporate shareholders. Read more
The seriousness with which the Financial Services Authority (FSA) regards market abuse can be seen from its actions in the Greenlight Capital case. The size of the fines and the number of persons affected clearly demonstrate the FSA’s commitment to take tough action where it thinks that necessary. Read more
Quorum provisions in a company’s constitution can enable a shareholder to cause a deadlock in the company simply by his refusing to attend meetings. The Companies Act 2006 allows the court to come to the rescue in these situations, as the case of Smith v Butler illustrates. Read more
The High Court recently confirmed that a party’s obligation in a contract to exercise "all reasonable endeavours" could require that party to act against its own commercial interests. Read more
A managing director should not assume that he has more powers than his co-directors unless the company’s articles permit it and the board has specifically delegated certain authority to him. Read more
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