10. Derivative claims

Company Law ◽  
2020 ◽  
pp. 177-206
Author(s):  
Alan Dignam ◽  
John Lowry
Keyword(s):  
Majority Rule ◽  
Third Party ◽  
Liability Insurance ◽  
Minority Shareholders ◽  
Legal Personality ◽  
The Core ◽  
Locus Standi ◽  
Stage Process ◽  
The Subject ◽  
Management Principle

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter examines derivative action as a means of safeguarding minority shareholders against abuses of power and its implications for the principle of majority rule. It begins by analysing the rule in Foss v Harbottle (1843), which translates the doctrine of separate legal personality, the statutory contract, the ‘internal management principle’, and the principle of majority rule into a rule of procedure governing locus standi (that is, who has standing to sue), as well as the exceptions to that rule. It then considers various types of shareholder actions, including personal claims, representative actions (group litigation), and derivative claims. It also discusses derivative claims under the Companies Act 2006, with emphasis on the two-stage process of the application for permission to continue a derivative claim. The chapter concludes by assessing bars to a derivative action, together with liability insurance and qualifying third party indemnity provisions.

10. Derivative claims

2016 ◽  
Author(s):  
Alan Dignam ◽  
John Lowry
Keyword(s):  
Majority Rule ◽  
Third Party ◽  
Liability Insurance ◽  
Minority Shareholders ◽  
Legal Personality ◽  
The Core ◽  
Locus Standi ◽  
Stage Process ◽  
The Subject ◽  
Management Principle

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter examines derivative action as a means of safeguarding minority shareholders against abuses of power and its implications for the principle of majority rule. It begins by analysing the rule in Foss v Harbottle (1843), which translates the doctrine of separate legal personality, the statutory contract, the ‘internal management principle’, and the principle of majority rule into a rule of procedure governing locus standi (that is, who has standing to sue), as well as the exceptions to that rule. It then considers various types of shareholder actions, including personal claims, representative actions (group litigation), and derivative claims. It also discusses derivative claims under the Companies Act 2006, with emphasis on the two-stage process of the application for permission to continue a derivative claim. The chapter concludes by assessing bars to a derivative action, together with liability insurance and qualifying third party indemnity provisions.

10. Derivative claims

2018 ◽  
Author(s):  
Alan Dignam ◽  
John Lowry
Keyword(s):  
Majority Rule ◽  
Third Party ◽  
Liability Insurance ◽  
Minority Shareholders ◽  
Legal Personality ◽  
The Core ◽  
Locus Standi ◽  
Stage Process ◽  
The Subject ◽  
Management Principle

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter examines derivative action as a means of safeguarding minority shareholders against abuses of power and its implications for the principle of majority rule. It begins by analysing the rule in Foss v Harbottle (1843), which translates the doctrine of separate legal personality, the statutory contract, the ‘internal management principle’, and the principle of majority rule into a rule of procedure governing locus standi (that is, who has standing to sue), as well as the exceptions to that rule. It then considers various types of shareholder actions, including personal claims, representative actions (group litigation), and derivative claims. It also discusses derivative claims under the Companies Act 2006, with emphasis on the two-stage process of the application for permission to continue a derivative claim. The chapter concludes by assessing bars to a derivative action, together with liability insurance and qualifying third party indemnity provisions.

11. Statutory shareholder remedies

Company Law ◽  
2020 ◽  
pp. 207-254
Author(s):  
Alan Dignam ◽  
John Lowry
Keyword(s):  
Minority Shareholders ◽  
Classic Case ◽  
The Core ◽  
Locus Standi ◽  
The Subject ◽  
The Law

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter deals with statutory remedies available to aggrieved minority shareholders, particularly their right to seek relief through a winding-up order on the just and equitable ground. It first considers the classic case of Ebrahimi v Westbourne Galleries Ltd (1973), which addressed the scope of the court’s jurisdiction under the just and equitable ground, and presents illustrations of the grounds which will support a petition under s 122(1)(g) of the Insolvency Act 1986. It also examines the issue of whether the principles promulgated in Ebrahimi extend beyond the statutory context of just and equitable winding-up by focusing on the case of Clemens v Clemens Bros Ltd (1976). In addition, the chapter gives examples of unfair prejudice, explains locus standi and procedural aspects of s 994 of the Companies Act 2006, and looks at other specific statutory rights available to aggrieved minority shareholders. Finally, it explains the Law Commission’s proposed reforms for the unfair prejudice provision.

11. Statutory shareholder remedies

2016 ◽  
Author(s):  
Alan Dignam ◽  
John Lowry
Keyword(s):  
Minority Shareholders ◽  
Classic Case ◽  
The Core ◽  
Locus Standi ◽  
The Subject ◽  
The Law

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter deals with statutory remedies available to aggrieved minority shareholders, particularly their right to seek relief through a winding-up order on the just and equitable ground. It first considers the classic case of Ebrahimi v Westbourne Galleries Ltd (1973), which addressed the scope of the court’s jurisdiction under the just and equitable ground, and presents illustrations of the grounds which will support a petition under s 122(1)(g) of the Insolvency Act 1986. It also examines the issue of whether the principles promulgated in Ebrahimi extend beyond the statutory context of just and equitable winding-up by focusing on the case of Clemens v Clemens Bros Ltd (1976). In addition, the chapter gives examples of unfair prejudice; explains locus standi and procedural aspects of s 994 of the Companies Act 2006; and looks at other specific statutory rights available to aggrieved minority shareholders. Finally, it explains the Law Commission’s proposed reforms for the unfair prejudice provision.

11. Statutory shareholder remedies

2018 ◽  
Author(s):  
Alan Dignam ◽  
John Lowry
Keyword(s):  
Minority Shareholders ◽  
Classic Case ◽  
The Core ◽  
Locus Standi ◽  
The Subject ◽  
The Law

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter deals with statutory remedies available to aggrieved minority shareholders, particularly their right to seek relief through a winding-up order on the just and equitable ground. It first considers the classic case of Ebrahimi v Westbourne Galleries Ltd (1973), which addressed the scope of the court’s jurisdiction under the just and equitable ground, and presents illustrations of the grounds which will support a petition under s 122(1)(g) of the Insolvency Act 1986. It also examines the issue of whether the principles promulgated in Ebrahimi extend beyond the statutory context of just and equitable winding-up by focusing on the case of Clemens v Clemens Bros Ltd (1976). In addition, the chapter gives examples of unfair prejudice; explains locus standi and procedural aspects of s 994 of the Companies Act 2006; and looks at other specific statutory rights available to aggrieved minority shareholders. Finally, it explains the Law Commission’s proposed reforms for the unfair prejudice provision.

3. Express trusts: trusts and powers

2019 ◽  
pp. 60-107
Author(s):  
JE Penner
Keyword(s):  
Public Policy ◽  
Judicial Control ◽  
Flexible Devices ◽  
The Core ◽  
Locus Standi ◽  
The Subject

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter considers express trusts, which are flexible devices for structuring the benefits that property can provide, particularly in ways that are impossible or inconvenient to do simply by making an outright gift. The discussions cover fixed trusts, discretionary trusts, and powers of appointment; duties and powers virtute officii (powers given to office holders), personal powers (powers nominatum), powers ‘in the nature of a trust’, fiduciary powers, bare and mere powers; interests under fixed trust; the principle in Saunders v Vautier; trusts void on grounds of public policy and illegal trusts the rule against perpetuities; the enforcement and judicial control of discretionary trusts and powers of appointment; excessive and fraudulent exercises of powers; interests under discretionary trusts and powers of appointment; locus standi to enforce the trust and beneficiaries’ rights to information, and protective trusts.

scholarly journals The ethical and legal aspects of robotics: the european perspective

2019 ◽  
Vol 5 (1) ◽  
pp. 113-120
Author(s):  
Anton Vasilyev ◽  
Olga Vasilyeva
Keyword(s):  
Artificial Intelligence ◽  
Critical Review ◽  
Autonomous Robots ◽  
European Parliament ◽  
Legal Aspects ◽  
Liability Insurance ◽  
European Perspective ◽  
Legal Personality ◽  
Legal Structure ◽  
The Subject

The article is devoted to a critical review of the European Parliament Resolution of February 16, 2017 on the regulations in the field of robotics. The authors analyze the approaches of the creators of the law in terms of perception of autonomous robots as subjects of law and pay attention to the legal liability for damage caused by robots. The authors conclude that the concept of robots as the subject of law and the possibility of endowing robots with artificial intelligence with the qualities of a legal or electronic entity are arguable. First of all, the legal personality of robots raises the problem of responsibility and protection of the rights of potential victims. The resolution of the European Parliament emphasizes the need for such a legal structure that will ensure the harmonization of the interests of developers and sellers of autonomous robots, users and victims – the imposition of liability on the manufacturer or liability insurance.

6. Privity

2020 ◽  
pp. 128-158
Author(s):  
Janet O’Sullivan
Keyword(s):  
Common Law ◽  
Third Parties ◽  
Third Party ◽  
The Core ◽  
The Subject ◽  
The Law ◽  
Contractual Obligations ◽  
Contractual Rights

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter examines the doctrine of privity in the law of contract. The doctrine of privity dictates that a person who is not a party to the contract cannot be granted contractual rights by the contract or be placed under contractual obligations by it. It explores the rationale of the principle, discusses the authorities that established it, and explores the various common law exceptions to the rule that a third party cannot acquire rights under a contract. This chapter also covers the statutory exception to privity provided in the Contracts (Rights of Third Parties) Act 1999.

6. Privity

2018 ◽  
Author(s):  
Janet O’Sullivan
Keyword(s):  
Common Law ◽  
Third Parties ◽  
Third Party ◽  
The Core ◽  
The Subject ◽  
The Law ◽  
Contractual Obligations ◽  
Contractual Rights

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter examines the doctrine of privity in the law of contract. The doctrine of privity dictates that a person who is not a party to the contract cannot be granted contractual rights by the contract or be placed under contractual obligations by it. It explores the rationale of the principle, discusses the authorities that established it, and explores the various common law exceptions to the rule that a third party cannot acquire rights under a contract. This chapter also covers the statutory exception to privity provided in the Contracts (Rights of Third Parties) Act 1999.

4. Constructive trusts

2019 ◽  
pp. 108-128
Author(s):  
JE Penner
Keyword(s):  
Third Party ◽  
The Core ◽  
Bona Fide ◽  
The Subject ◽  
The Law ◽  
First Time

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter focuses on constructive trusts, which are trusts that arise by operation of law. It identifies and discusses three broad categories of constructive trust: firstly, those in which the law anticipates the result of legal title passing at law, with the result that the legal owner is regarded as holding his title on trust for the transferee until the transfer of the legal title is effective; secondly, the ‘trust’ under which a non-bona fide third party recipient of property transferred in breach of trust holds the title to the property he receives; and, finally, those in which individuals acquire for the first time an interest in another’s property because of their past dealings or relationship with the legal owner. Each of these is discussed in turn.

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