The Companies Ordinance (Amendment) (No. 17) Law: Effects on the Alteration of the Objects Clause in a Company Memorandum

1982 ◽  
Vol 17 (2) ◽  
pp. 169-196
Author(s):  
Zipora Cohen
Keyword(s):  
Legal Status ◽  
Common Law ◽  
Company Law ◽  
Good Faith ◽  
Special Procedure ◽  
A Company ◽  
Do So

The Companies Ordinance (Amendment) (No. 17) Law, 1980, (hereinafter referred to as Amendment no. 17) has fundamentally reformed the legal status of the objects clause of a company memorandum. It is no exaggeration to say that this amendment constitutes the greatest reform effected in company law in Israel up to the present day.English Common Law regarded the objects clause as defining the capacity of the company, and not only the powers of those acting on its behalf. This approach, formulated at a time when it was impossible to alter the objects clause of the memorandum persisted even after the English legislature relented somewhat and permitted the objects to be altered, albeit with certain restrictions and according to a special procedure. This is still the approach in England today: the objects of the company are viewed as determining its capacity, and therefore, an act done in deviation from the objects is considered void, and cannot be ratified by the company, even if all the members wish to do so. At the same time, the European Communities Act 1972, affords protection to people transacting with the company in good faith, even in the case of a deviation from the objects (sec. 9(1)).

scholarly journals A DIRECTOR'S DUTY TO CONFESS: A MATTER OF GOOD FAITH?

2007 ◽  
Vol 66 (2) ◽  
pp. 348-364 ◽  
Author(s):  
Lusina Ho ◽  
Pey-Woan Lee
Keyword(s):  
Common Law ◽  
Good Faith ◽  
Independent Source ◽  
Company Directors ◽  
Per Se ◽  
English Law ◽  
Specific Duty ◽  
A Company ◽  
Disclosure Obligations ◽  
Do So

In common law jurisdictions, there has been considerable academic and judicial discussion of the duties of company directors generally. In contrast, relatively little ink has been spent on the specific duty, if any, of a company director to disclose his own misconduct (in the civil realm) to the company, even less so on the nature and basis of such a duty. This is unsurprising given the very restrictive approach to disclosure obligations in English law. Thus, while a director may in loose terms be said to be under a “duty” to disclose interests that conflict with the company's, such disclosure only serves the purpose of relieving him from liability, and failure to do so per se has not been regarded as an independent source of liability.

CONTROLLING CONTRACTUAL DISCRETION

2013 ◽  
Vol 72 (1) ◽  
pp. 65-90 ◽  
Author(s):  
Richard Hooley
Keyword(s):  
Common Law ◽  
Good Faith ◽  
Reasonable Person ◽  
Discretionary Powers ◽  
Do So ◽  
The Way

AbstractThis paper identifies the source, content and limits of the controls that might be imposed by a court on the way a party exercises discretionary powers conferred under the terms of a contract. It is argued that such controls boil down to a requirement of “good faith”, in the sense that the party exercising the discretion must do so honestly, and that this can be tested by asking whether the decision is one that no reasonable person acting reasonably could have reached in the circumstances. It is suggested that a similar requirement should apply when a contracting party exercises a right to terminate for breach, whether at common law or under a termination clause.

Partners in a Limited Liability Company Will Be Jointly Liable If It Is Not Registered in the Commercial Register and the Words "Limited Liability" Are Not Added To Its Name in Business Dealings

1995 ◽  
Vol 10 (4) ◽  
pp. 363-366
Keyword(s):  
Legal Status ◽  
Limited Liability ◽  
Company Law ◽  
Abu Dhabi ◽  
Limited Liability Company ◽  
Commercial Company ◽  
A Company

AbstractThe Abu Dhabi Court of Cassation held that a company and the partners therein will be jointly liable even if the company was a limited liability company, if the partners or the manager of the company failed to register the company with the Commercial Register as a limited liability company and publish a Memorandum and Articles of Association of the company according to the Commercial Company Law. The Abu Dhabi Court of Cassation further held that if the company failed to declare the legal status of a limited liability company and to print the words "limited liability company" on its letterheads, and its office name plate, the partners therein will be jointly liable as a partnership.

binds a company and its members under the terms of the memorandum and articles of association. In each case, there is separate provision for these varieties of contract under other legislation. Apart from the provisions of the 1999 Act, the third party’s rights arising under some other rule of law will remain unaffected. Thus, if an existing common law or equitable exception to the doctrine of privity of contract applies in favour of T, he may rely on that instead of invoking the provisions of the 1999 Act. This will be particularly important in cases in which T is unable to prove that he has relied on the term in the contract between A and B or in any other case in which the restrictive provisions of s 1 and s 2 might work against T. Thus, if T can establish the existence of a trust of the promise made in his favour or if he has an action in the tort of negligence or if some other statutory exception applies in his favour, T will still be able to avail himself of that alternative route. Although s7(1) only refers to T’s right under s 1, it must follow that the provisions of ss 2 and 3 are also inapplicable, since both of these provisions expressly state that they apply where T has relied on s 1. It has been seen above that at common law there is nothing to prevent the promisee from enforcing a term expressed to be for the benefit of the third party, if he wishes to do so. This position is preserved under s 4 of the 1999 Act.

1995 ◽  
pp. 805-806
Keyword(s):  
Rule Of Law ◽  
Common Law ◽  
Third Party ◽  
Alternative Route ◽  
The Third ◽  
The Third Party ◽  
Privity Of Contract ◽  
A Company ◽  
Made In ◽  
Do So

10. Company law II: directors, finance, and capital

2019 ◽  
pp. 143-159
Author(s):  
James Marson ◽  
Katy Ferris
Keyword(s):  
Common Law ◽  
Company Law ◽  
Public Companies ◽  
Essential Information ◽  
Minority Protection ◽  
Company Directors ◽  
The Common ◽  
The Law ◽  
A Company

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 law governing company directors and shareholders. The common law duties on directors have been codified and expanded through the Companies Act (CA) 2006. Directors are responsible to the company itself, not to individual shareholders. Minority protection (of shareholders) is provided through the CA 2006 to restrict directors’ acts that may unfairly disadvantage them. Public companies must have a company secretary and they must satisfy statutory requirements in relation to their qualifications. Shareholders have no automatic right of management in the company although, through attendance and the rights to vote at shareholder meetings, they may have influence over the business conducted.

Agents without principals: pre-incorporation contracts and section 36C of the Companies Act 1985

Legal Studies ◽  
1993 ◽  
Vol 13 (2) ◽  
pp. 241-253
Author(s):  
Andrew Griffiths
Keyword(s):  
Common Law ◽  
Company Law ◽  
Good Case ◽  
Natural Person ◽  
Legal Effect ◽  
The Common ◽  
Artificial Nature ◽  
A Company

The problems associated with pre-incorporation contracts are due to the essentially artificial nature of a company’s existence and personality. The existence of a company, unlike that of a natural person, is not something which can be readily ascertained but is a matter of legal formality. There is a good case for treating pre-incorporation contracts as sui generis, but until 1973 their legal effect was governed by common law principles of contract and agency which drew little distinction between companies and natural persons. The result was unsatisfactory and widely criticised, one commentator remarking that ‘it is rare to hear such a widespread and common opposition against any aspect of English company law’. Section 9(2) of the European Communities Act 1972 (now to be found in s 36C of the Companies Act 1985) made a partial reform of this law, but did not deal with the inability of a newly formed company to ratify or adopt a pre-incorporation contract made on its behalfeven though this was a major deficiency of the common law.

COORPORATE SOCIAL RESPONSIBILITY DALAM SUDUT PANDANG FIQIH HARTA DAN AKUNTANSI

2021 ◽  
Vol 3 (1) ◽  
pp. 111-122
Author(s):  
Sri Suharti ◽  
Iwan Setiawan
Keyword(s):  
Economic Development ◽  
Corporate Social Responsibility ◽  
Literature Review ◽  
Social Responsibility ◽  
Company Law ◽  
Using Data ◽  
Corporate Social ◽  
A Company ◽  
Do So

Corporate social responsibility in the company law is a company obligation, which aims to increase the role of the private sector in economic development and equitable social welfare. However, until now, this goal has not been achieved, due to the company's reluctance to do so. This is reinforced from the results of previous research, that CSR is not correlated with an increase in company profits, even if donation activities are not related to company operations and profits, then these expenses cannot be recorded as an expense that reduces corporate taxes. This is different from the concept of CSR in the view of wealth fiqh, which places property as the property of Allah and must be used as much as possible for the benefit of all humans. This study aims to compare CSR in the view of wealth and accounting fiqh. This research uses literature review method using data sourced from books, journals / articles, reports and websites. The results of this study found that CSR in the view of wealth fiqh is permissible because there is no fatwa prohibiting it as long as the assets used do not come from business activities that are prohibited in Islam. There is a difference in the concept of assets according to fiqh, namely that assets cannot be stacked for personal gain and must be distributed to others, whereas according to the accounting concept, assets are accumulated and distributed to owners of capital.Key words: capital,  cooperate social responsibility, and fiqh of assets.

scholarly journals Some Current Problems with the Regulation of Limited Liability Companies in Serbia

2020 ◽  
Vol 1 (1) ◽  
pp. 131-145
Author(s):  
Vladimir Marjanski ◽  
Attila Dudás
Keyword(s):  
European Union ◽  
Legal Status ◽  
Limited Liability ◽  
Company Law ◽  
The European Union ◽  
Legal Form ◽  
Legal Norms ◽  
Legal Forms ◽  
A Company

In Serbia, the legal status of limited liability companies (LLCs; društvo sa ograničenom odgovornošću, d.o.o.) is for the most part regulated by the Companies Act (Zakon o privrednim društvima). All four basic legal forms of company are regulated by this Act. Unlike in Austria and Germany, there are no special laws on LLCs and joint stock companies (JSCs). Regulating all legal forms of a company with the same act, including procedures for their liquidation, status changes (acquisition, merger, division, and spin-off), and changes of legal form, may be considered a conceptual shortcoming of the regulation relating to LLCs and of company law in Serbia in general. A specific law would enable legislators to tailor detailed rules pertaining only to LLCs, in which all peculiarities of this legal form of companies might be better addressed. Furthermore, there are relatively numerous legal norms applicable to JSCs, the appropriate application of which is can be legally extended to LLCs. However, most of them are not conceptually applicable due to the different nature of JSCs and LLCs. In addition, company law will have to undergo significant changes in upcoming years due to the process of accession of Serbia to the European Union and the fulfilment of the conditions contained in chapter 6 of the accession negotiations pertaining to company law.

Contract Formation in Hong Kong

2018 ◽  
Author(s):  
Lusina HO
Keyword(s):  
Hong Kong ◽  
Social Context ◽  
Common Law ◽  
General Rule ◽  
Good Faith ◽  
Local Context ◽  
General Duty ◽  
Contract Formation ◽  
Formal Requirement ◽  
The Law

This chapter examines the law on contract formation in Hong Kong which is closely modelled on the English common law but adapts the English solutions to the local context if and when required. The test for ascertaining the parties’ meeting of the minds is objective, the agreement (an offer with a matching acceptance) must be certain, complete, and made with the intention to create legal relations—the latter being presumed to be present in a commercial context and absent in a familial or social context. Offers are freely revocable although the reliance of the offeree is protected in exceptional circumstances. Acceptances become effective as soon as they are dispatched. In the ‘battle of forms’ scenario, the Hong Kong courts follow the traditional ‘last-shot’ rule. There is no general duty to negotiate in good faith, and even agreements to negotiate in good faith are normally unenforceable for lack of certainty. As a general rule, contracts can be validly made without adhering to any formal requirement. Online contracts will normally be valid and enforceable; the formation of such contracts is governed by common law as supplemented by legislation.

Fiduciary Principles in Contemporary Common Law Systems

2019 ◽  
pp. 564-582
Author(s):  
Matthew Conaglen
Keyword(s):  
United States ◽  
Common Law ◽  
The United States ◽  
Good Faith ◽  
Fiduciary Duty ◽  
Standards Of Care ◽  
Duty Of Care ◽  
Fiduciary Duties ◽  
Similarities And Differences ◽  
Fiduciary Relationships

This chapter examines the principles of fiduciary doctrine that are found in contemporary common law systems. More specifically, it considers the current similarities and differences between various jurisdictions such as England, Australia, Canada, and the United States. The similarities focus on the duties of loyalty, care and skill, and good faith, as well as when fiduciary duties arise and the kinds of interests that are protected by recognition of fiduciary relationships. The chapter also discusses the issue of differences between various jurisdictions with regard to the duty of care and skill before concluding with an analysis of differences between remedies that are made available in the various contemporary common law jurisdictions when a breach of fiduciary duty arises. It shows that the regulation of fiduciaries appears to be reasonably consistent across common law jurisdictions and across various types of actors, even as such actors are expected to meet differing standards of care. Statute plays a key role in the regulation of various kinds of fiduciary actors, especially corporate directors.

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