Company Law

No other chargeholders will be paid before you,

This will be registered and other chargeholders should see and read it before lending

Property supplied stays property of the supplier until pay,ent or until ownership is intended to be transfered.

Clause in the contract saying that the promoter is not personally liable - without this the promoter will be liable for all contracts made

Promoter > do work to create the company,

Agents > do work on behalf of the company BUT are not personally liable for the contracts they make,

Promoters are not agents as the company doesn't exist,

CA 06 > promoters are personally liable for contracts made UNLESS otherwise provided.

Phonogram Ltd v Lane

Assuming no clause in the contract, promoter liable for contract but comlany isn't.

Can claim as employee even if owner and director,

Lee v Lee air farming Ltd > wife claim for husband >

Saloman v Saloman ltd > company separate entity so can be owner, director and employee.

BUT as director for H&S > Brumder v Motornet > B in charge of h&s injured by hydraulics > ginty/Kodak principle 'wrong does cannot benefit from own wrongdoing' > no lifting of veil > B liable for negligence and breach of duty.

CA 06 > have to reach standard of reasonable director otherwise company can claim (directors duties)

Holding company should know about H&S problems at subsidiary > liable under H&S law

Minortiy shareholder so needs protection,

Foss v Harbottle > majority rules and comlany has to take cases to court.

O'Neil v Phillips > unfair prejudice, if promise is clear, e.g written down.

CA 06 directors can be removed at anytime by a simple majority vote.

Bushel v Faith clause > 3 equal share holders, in articles that if 2 vote against 1 his vote counts as triple, can not be removed.

Also cannot remove this from artickes by special resolution as this requires 75% majority vote.

Order of winding up > fixed charge holder, liquidayor expenses, preferential creditors, floating charge holder, unsecured creditors and shareholders?

Re Spectrum > fixed charge over book debts if they come into separate account, if not then they're floating charge.

Negative Pledge Clause > no other charge can be paid before it, has to be registered and seen by others.

Ready mix concrete case > employee test (employee or independent contractor) > control the comlany have over you and your obligation to do it.

Material in origimal packagkng taken back, if not become unsecured creditors for its payment, as has changed nature.

Directors don't have right to automatic pay > decided in articles how they should be paid > usually directors that decide.

Hutton v Westport Railways > Directors decide pay BUT no directors (insolvency) > court said no quantum meruit as no provision > not paid.

Bribery Act 2010 > making payment (or other adv) for someone to improperly perform their function.

S.7 > crime for a co. Associate to commit bribery to benefit co. > company be guilty > UNLESS appropriate bribery prevention in place e.g staff training.

No real case law

Insjder dealing:

CJA 1993 > 7years prison, unlimited fine

FSMA 2000 > civil penalty & fine >

Usually unclear if info is passed or not due to no evidence BUT if it has been > encouraging to deal.

Massey v Financial Services Authority > shares > fine 1.5x profit.

Usually unclear if info is passed or not due to no evidence BUT if it has been > encouraging to deal.

Hard to prove but did buy the shares > already buying them?

Secretary not commiting an offence if not know its insider info BUT here she knows he is a director.

Only applies on regulated markets e.g. stock exchange.

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S175 CA '06 > Directors duties > avoid conflict of interest (Bray v Ford) most obvious when its financial.

Boston Deep sea fishing v Ansell > director took bribe, it belongs to company.

IDC V Cooley > C MD, fake illness to resign and start another job > as director any opportunity is co. opportunity > have to offer to them and ask for permission to leave.

IEF v Umunna > Director negotiated deal, shareholder turns down, takes it himself > allowed as offered to company.

Directing mjnd of the company controlled by senior management.

Tesco v Nattrass > store manager not directing mind of company as system of responsibility delegation in place.

Do directors know? Are they involved? If so company can be liable. If not personal liablitly of employees.

Bribe a foreign government official

Guves punishment > 10 years imprisonment, unlimited fine and directors can be disqualified.

Mr prest realised wife was goin for divorce, transferdd ownership of house to company

> when and why and how much and use??

Hiding house on trust with the company

Fraud > going around the corporate veil

Articles stated if u have a dispute it must go through arbitration > independent expert.

Court threw case out.

Articles says if shareholder wants to sell shares directors will buy them.

Director didn't want too.

He has too as articles say so.

Company solicitor for life,

Can't enforce this as not about shareholding,

Articles are for shareholders.