|
Hogg V Cramphorn Ltd
''Hogg v Cramphorn Ltd'' 967Ch 254 is a famous UK company law case on director liability. The Court held that corporate directors who dilute the value of the stock in order to prevent a hostile takeover (the poison pill) are breaching their fiduciary duty to the company. Facts Mr Baxter approached the board of directors of Cramphorn Ltd. to make a takeover offer for the company. The directors (including Colonel Cramphorn who was managing director and chairman) believed that the takeover would be bad for the company, so they issued 5707 shares with ten votes each to the trustees of the employee’s welfare scheme (Cramphorn, an employee and the auditor). This meant they could outvote Baxter's bid for majority control. A shareholder, Mr Hogg, sued, alleging the issue of the shares was ''ultra vires''. Cramphorn argued that the directors' actions were all in good faith. It was feared that Mr Baxter would sack many of the workers. Judgment Buckley J, writing for the Court, held ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
UK Company Law
British company law regulates corporations formed under the Companies Act 2006. Also governed by the Insolvency Act 1986, the UK Corporate Governance Code, European Union Directive (European Union), Directives and court cases, the company is the primary legal vehicle to organise and run business. Tracing their modern history to the late Industrial Revolution, public companies now employ more people and generate more of wealth in the United Kingdom economy than any other form of organisation. The United Kingdom was the first country to draft modern corporation statutes, where through a simple registration procedure any investors could incorporate, limit liability to their commercial creditors in the event of business insolvency, and where management was delegated to a centralised board of directors. An influential model within Europe, the Commonwealth of Nations, Commonwealth and as an international standard setter, British law has always given people broad freedom to design the i ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Board Of Directors
A board of directors is a governing body that supervises the activities of a business, a nonprofit organization, or a government agency. The powers, duties, and responsibilities of a board of directors are determined by government regulations (including the jurisdiction's corporate law) and the organization's own constitution and by-laws. These authorities may specify the number of members of the board, how they are to be chosen, and how often they are to meet. In an organization with voting members, the board is accountable to, and may be subordinate to, the organization's full membership, which usually elect the members of the board. In a stock corporation, non-executive directors are elected by the shareholders, and the board has ultimate responsibility for the management of the corporation. In nations with codetermination (such as Germany and Sweden), the workers of a corporation elect a set fraction of the board's members. The board of directors appoints the ch ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Stock
Stocks (also capital stock, or sometimes interchangeably, shares) consist of all the Share (finance), shares by which ownership of a corporation or company is divided. A single share of the stock means fractional ownership of the corporation in proportion to the total number of shares. This typically entitles the shareholder (stockholder) to that fraction of the company's earnings, proceeds from liquidation of assets (after discharge of all Seniority (financial), senior claims such as secured and unsecured debt), or Voting interest, voting power, often dividing these up in proportion to the number of like shares each stockholder owns. Not all stock is necessarily equal, as certain classes of stock may be issued, for example, without voting rights, with enhanced voting rights, or with a certain priority to receive profits or liquidation proceeds before or after other classes of Shareholder, shareholders. Stock can be bought and sold over-the-counter (finance), privately or on ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Hostile Takeover
In business, a takeover is the purchase of one company (law), company (the ''target'') by another (the ''acquirer'' or ''bidder''). In the UK, the term refers to the acquisition of a public company whose shares are publicly listed, in contrast to the mergers and acquisitions, acquisition of a private company. Management of the target company may or may not agree with a proposed takeover, and this has resulted in the following takeover classifications: friendly, hostile, reverse or back-flip. Financing a takeover often involves loans or bond issues which may include junk bonds as well as a simple cash offer. It can also include shares in the new company. Takeover types Friendly takeover A ''friendly takeover'' is an acquisition which is approved by the management of the target company. Before a bidder makes an tender offer, offer for another company, it usually first informs the company's board of directors. In a private company, because the shareholders and the board are ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Shareholder Rights Plan
A shareholder rights plan, colloquially known as a "poison pill", is a type of defensive tactic used by a corporation's board of directors against a takeover. In the field of mergers and acquisitions, shareholder rights plans were devised in the early 1980s to prevent takeover bids by limiting a shareholder's right to negotiate a price for the sale of shares directly. Typically, such a plan gives shareholders the right to buy more shares at a discount if one shareholder buys a certain percentage or more of the company's shares. The plan could be triggered, for instance, if any one shareholder buys 20% of the company's shares, at which point every other shareholder will have the right to buy a new issue of shares at a discount. If all other shareholders can buy more shares at a discount, such purchases would dilute the bidder's interest, and the bid cost would rise substantially. Knowing that such a plan could be activated, the bidder could be discouraged from taking over the corpor ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Fiduciary
A fiduciary is a person who holds a legal or ethical relationship of trust with one or more other parties (legal person or group of persons). Typically, a fiduciary prudently takes care of money or other assets for another person. One party, for example, a corporate trust company or the trust department of a bank, acts in a fiduciary capacity to another party, who, for example, has entrusted funds to the fiduciary for safekeeping or investment. Likewise, financial advisers, financial planners, and asset managers, including managers of pension plans, endowments, and other tax-exempt assets, are considered fiduciaries under applicable statutes and laws. In a fiduciary relationship, one person, in a position of vulnerability, justifiably vests confidence, good faith, reliance, and trust in another whose aid, advice, or protection is sought in some matter... In such a relation, good conscience requires the fiduciary to act at all times for the sole benefit and interest of the on ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Company
A company, abbreviated as co., is a Legal personality, legal entity representing an association of legal people, whether Natural person, natural, Juridical person, juridical or a mixture of both, with a specific objective. Company members share a common purpose and unite to achieve specific, declared goals. Over time, companies have evolved to have the following features: "separate legal personality, limited liability, transferable shares, investor ownership, and a managerial hierarchy". The company, as an entity, was created by the State (polity), state which granted the privilege of incorporation. Companies take various forms, such as: * voluntary associations, which may include nonprofit organizations * List of legal entity types by country, business entities, whose aim is to generate sales, revenue, and For-profit, profit * financial entities and banks * programs or educational institutions A company can be created as a legal person so that the company itself has limi ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Denys Buckley
Sir Denys Burton Buckley, MBE (6 February 1906 – 13 September 1998) was an English barrister and judge, rising to become a Lord Justice of Appeal. Personal life Denys Burton Buckley was born in Kensington, the son of Henry Burton Buckley, 1st Baron Wrenbury and Bertha Margaretta Jones. He was educated at Eton College and Trinity College, Oxford. He married Gwendolen Jane Armstrong-Jones (1905–1985), daughter of Sir Robert Armstrong-Jones and aunt of the Earl of Snowdon, on 23 July 1932. They had three daughters. During World War II, he served as a Major in the RAOC and GSO Directorate, Signals War Office, in respect of which he was awarded the US Medal of Freedom. Career He was called as a barrister Lincoln's Inn and practised from 11 Old Square, now Radcliffe Chambers. He was appointed as a Bencher in 1949, his arms were placed in the Hall in 1960, and he served as Treasurer in 1969. He was appointed as a High Court Judge in 1960 in the Chancery Division, and r ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Ratified
Ratification is a principal's legal confirmation of an act of its agent. In international law, ratification is the process by which a state declares its consent to be bound to a treaty. In the case of bilateral treaties, ratification is usually accomplished by exchanging the requisite instruments, and in the case of multilateral treaties, the usual procedure is for the depositary to collect the ratifications of all states, keeping all parties informed of the situation. The institution of ratification grants states the necessary time-frame to seek the required approval for the treaty on the domestic level and to enact the necessary legislation to give domestic effect to that treaty. The term applies to private contract law, international treaties, and constitutions in federal states such as the United States and Canada. The term is also used in parliamentary procedure in deliberative assemblies. Contract law In contract law, the need for ratification often arises in t ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
General Meeting
A general assembly or general meeting is a meeting of all the members of an organization or shareholders of a company. Specific examples of general assembly include: Churches * General Assembly (presbyterian church), the highest court of presbyterian polity ** General Assembly of the Church of Scotland, highest court of the Church of Scotland ** General Assembly of the Presbyterian Church in Ireland, highest court of the Presbyterian Church in Ireland * General Assembly (Unitarian Universalist Association), annual gathering of Unitarian Universalists of the Unitarian Universalist Association * General Assembly of Unitarian and Free Christian Churches, umbrella organisation for Unitarian, Free Christian and other religious congregations in the United Kingdom * General Ordinary Assembly, advisory body for the Pope in the Catholic Church * International organizations * FIA General Assembly, an international motor-racing organization * General Assembly of the Organization of Amer ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Howard Smith Ltd V Ampol Ltd
''Howard Smith Ltd v Ampol Petroleum Ltd'' is a leading company law case, concerning the duty of directors to act only for "proper purposes". This duty has been codified into the Companies Act 2006 section 171, and arises particularly in cases involving takeover bids. Facts RW Miller was embroiled in a hostile takeover bid, by a large petrol company called Ampol. Ampol already controlled (with an associated company) 55% of the shares. The directors did not want Ampol to buy the shares of RW Miller as Howard Smith had bettered terms for take over by offering employment to the directors even in the future. So the directors of RW Miller issued $10m of new shares. They said it was to finance the completion of two tankers. The shares were given to Howard Smith Ltd who were going to take over RW Miller, and that blocked Ampol’s rival bid. Without the issue, Howard Smith Ltd had no hope of succeeding in taking over the company. But with the new issue, Ampol could not complete its ac ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
