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.

8. Employment II: termination—wrongful dismissal, unfair dismissal, and redundancy

2019 ◽  
pp. 114-129
Author(s):  
James Marson ◽  
Katy Ferris
Keyword(s):  
Common Law ◽  
Essential Information ◽  
Employment Contract ◽  
Contract Employees ◽  
Unfair Dismissal ◽  
The Common ◽  
The Law ◽  
Employment Rights ◽  
Wrongful Dismissal

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 reviews the law on the termination of the employment contract. Employees have a statutory right not to be unfairly dismissed and the Employment Rights Act (ERA) 1996 identifies the criteria to be satisfied in order for the employee to gain protection. The common law protects against wrongful dismissal and provides tests and guidance for situations involving a breach of an employment contract. The chapter also considers redundancy situations. As this is governed by statute, it is necessary to appreciate the obligations imposed on the employer to adopt fair procedures.

3. The constitution of the company

2020 ◽  
pp. 43-60
Author(s):  
Lee Roach
Keyword(s):  
Common Law ◽  
Essential Information ◽  
The Common ◽  
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 company constitution. A company’s constitution consists primarily of the articles of association and agreements and resolutions affecting the company’s constitution. The constitution forms a statutory contract between the company and its members, and between the members themselves, but only those provisions relating to membership rights will constitute terms of the statutory contract. A company can alter its articles by passing a special resolution, although statute and the common law restrict a company’s ability to alter its articles.

6. Exemption clauses and unfair contract terms

2021 ◽  
pp. 120-141
Author(s):  
Jill Poole ◽  
James Devenney ◽  
Adam Shaw-Mellors
Keyword(s):  
Common Law ◽  
Critical Test ◽  
Essential Information ◽  
Consumer Rights ◽  
Legislative Regulation ◽  
Consumer Contracts ◽  
The Common ◽  
The Law

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 use and enforceability of exemption clauses (total exclusion or limitation of liability clauses inserted into contracts) and their legislative regulation. Whereas the regulation of such clauses is limited to the common law and UCTA 1977 in the case of commercial contracts (B2B), in the case of consumer contracts (B2C) the law intervenes to control a broader category of terms, ‘unfair contract terms’ (Consumer Rights Act 2015) with the critical test being ‘unfairness’.

9. Inchoate offences

2020 ◽  
pp. 106-115
Author(s):  
Jonathan Herring
Keyword(s):  
Common Law ◽  
Essential Information ◽  
Serious Crime ◽  
Commission Report ◽  
The Subject ◽  
The Common ◽  
The Law ◽  
Law Commission

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 inchoate offences. Inchoate offences are where the full offence is not completed. The reason that the law fixes liability on defendants who have not fulfilled the full offence is to punish those who are willing to be involved in criminality even where the full offence is not, for one reason or another, completed. The law governing all inchoate offences is in a state of flux; the common law offence of incitement was replaced with new offences under the Serious Crime Act 2007. The law governing conspiracy and attempts was the subject of a Law Commission Report in December 2009.

Sinclair v. Brougham

1938 ◽  
Vol 6 (3) ◽  
pp. 305-326
Author(s):  
Lord Wright
Keyword(s):  
Public Policy ◽  
Common Law ◽  
The Public ◽  
Unjust Enrichment ◽  
The Common ◽  
The Law ◽  
A Company ◽  
Rate Importance

The case of Sinclair v. Brougham has been generally regarded as an authority of first-rate importance. I think it has been properly so regarded, though my reasons for so thinking may not altogether agree with the reasons emphasized by some lawyers. I regard the case as primarily significant as embodying the leading principles on which the Court acts in exercising its equitable jurisdiction to give relief in order to prevent unjust enrichment, or to achieve restitution, if we accept the useful term which has been employed in the recently published American Restatement of the Law of Restitution. The word itself is only an echo of language which will be found in English judgments, indeed, in this very case of Sinclair v. Brougham. The case shows how the Court can do justice by applying equitable principles where the Common Law would have been powerless. But since every Court is now bound in the same proceeding to apply either law or equity or both as the circumstances may require, the distinction between law and equity is now only important in the sense that the differences of method and rules must be observed. In the case we are considering a company had borrowed money for purposes for which it was ultra vires for it to borrow. There could in law be no claim for money lent and no claim in law for the repayment on the ground of quasi-contract or, to use the now obsolete phrase, contract ‘implied in law’, because to allow such a claim as a merely money claim would be to sanction an evasion of the public policy forbidding ultra vires borrowing by companies. Further, as the money lent or its products could not be identified in the company's possessions, a claim in law could not be maintained. But the powers of the Court were not exhausted. The problem was further complicated by the conflicting claims of the shareholders.

6. Exemption clauses and unfair contract terms

2019 ◽  
pp. 126-148
Author(s):  
Jill Poole ◽  
James Devenney ◽  
Adam Shaw-Mellors
Keyword(s):  
Common Law ◽  
Critical Test ◽  
Essential Information ◽  
Consumer Rights ◽  
Legislative Regulation ◽  
Consumer Contracts ◽  
The Common ◽  
The Law

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 use and enforceability of exemption clauses (total exclusion or limitation of liability clauses inserted into contracts) and their legislative regulation. Whereas the regulation of such clauses is limited to the common law and UCTA 1977 in the case of commercial contracts (B2B), in the case of consumer contracts (B2C), the law intervenes to control a broader category of terms, ‘unfair contract terms’ (Consumer Rights Act 2015) with the critical test being ‘unfairness’.

4. The constitution of the company

2016 ◽  
Author(s):  
Lee Roach
Keyword(s):  
Common Law ◽  
Essential Information ◽  
The Common ◽  
A Company

EachConcentraterevision guide is packed with essential information, key cases, revision tips, exam Q&As, and more.Concentratesshow you what to expect in a law exam, what examiners are looking for, and how to achieve extra marks. This chapter discusses the company constitution. A company’s constitution consists primarily of the articles of association, and agreements and resolutions affecting the company’s constitution. The constitution forms a statutory contract between the company and its members, and between the members themselves, but only those provisions relating to membership rights will constitute terms of the statutory contract. A company can alter its articles by passing a special resolution, although statute and the common law restrict a company’s ability to alter its articles.

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.

scholarly journals General Partnerships and the Fiduciary Duty in the US Legal System

Pro Futuro ◽  
2021 ◽  
Vol 10 (4) ◽  
Author(s):  
Márta Plásztán-Brehószki
Keyword(s):  
Common Law ◽  
Civil Law ◽  
High Standard ◽  
Company Law ◽  
Fiduciary Duty ◽  
Agency Relationship ◽  
The Us ◽  
The Common ◽  
The Law ◽  
The One

The law of fiduciary duty is as old as common law. It is the key element of the law of equity. The agency relationship creates a fiduciary relationship between the parties, which means that the fiduciary (agent) is subject to the direction of the one on whose behalf he acts (principal). This high standard of conduct – in the scope of the agency relationship – has become a separate liability form in the common law countries and has appeared not only in company law but in other parts of civil law as well. This paper presents the development and the basic elements of fiduciary duty in the field of general partnerships.

6. Exemption clauses and unfair contract terms

2017 ◽  
Author(s):  
Jill Poole ◽  
James Devenney ◽  
Adam Shaw-Mellors
Keyword(s):  
Common Law ◽  
Critical Test ◽  
Essential Information ◽  
Consumer Rights ◽  
Legislative Regulation ◽  
Consumer Contracts ◽  
The Common ◽  
The Law

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 use and enforceability of exemption clauses (total exclusion or limitation of liability clauses inserted into contracts) and their legislative regulation. Whereas the regulation of such clauses is limited to the common law and UCTA 1977 in the case of commercial contracts (B2B), in the case of consumer contracts (B2C), the law intervenes to control a broader category of terms, ‘unfair contract terms’ (Consumer Rights Act 2015) with the critical test being ‘unfairness’.

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