A Review of Company Law in the Appointment of Directors and Auditors - Focusing on Supreme Court en banc Decision 2016Da251215 Decided on March 23, 2017 -

2017 ◽  
Vol 7 (3) ◽  
pp. 181-199
Author(s):  
Su-Jin Lee
Keyword(s):  
Supreme Court ◽  
Company Law

scholarly journals Constitutionality and Constitution of the National Company Law Tribunal and the National Company Law Appellate Tribunal

2018 ◽  
Vol 7 (1) ◽  
pp. 43-58
Author(s):  
Karan Kamath
Keyword(s):  
Supreme Court ◽  
Company Law ◽  
High Court ◽  
The Supreme Court ◽  
Administrative Adjudication

Modern states, with their overwhelmingly encompassing jurisdictions, cannot rely on the traditional judiciary for expeditiousness. Hence, administrative adjudication is on the rise. The National Company Law Tribunal and the National Company Law Appellate Tribunal were introduced into company law, fifteen years ago, in 2002. The new company law legislation of 2013 acclimatized some of the suggestions made by the Supreme Court and the Madras High Court, but not all. Despite being established and functioning for a year now, the tribunals suffer from certain infirmities which should have been rectified after the judiciary had advised so. This article traces the journey of the constitution of the tribunals, examines the constitutionality of the provisions as they stand, and concludes by suggesting certain modifications to the existing legislation.

scholarly journals Duties and Liability of the Members of the Supervisory Board of Limited Companies in Estonia: The First Cases from the Supreme Court of Estonia

2017 ◽  
Vol 26 ◽  
pp. 66
Author(s):  
Andres Vutt ◽  
Margit Vutt
Keyword(s):  
Supreme Court ◽  
Research Question ◽  
Supervisory Board ◽  
Legal Regulation ◽  
Company Law ◽  
Main Task ◽  
Main Research ◽  
Management Board ◽  
The Supreme Court ◽  
The Difference

Similarly to German law, Estonian company law provides two-tier management for all public limited companies. Legal regulation of the liability of members of the management board and supervisory board is the same, and therefore the question arises of whether there is any difference in liability between members of different boards. The Estonian Supreme Court recently made two decisions regarding the liability of members of the supervisory board. The main research question of the article is ‘what is the scope of the duties of the supervisory board in comparison to the duties of the management board, and how does the difference in duties affect the liability?’ As the main task of the supervisory board is to exercise supervision, the question is what the actual standard of supervision is. The main conclusions in the article are that the Supreme Court of Estonia has not given an answer to the question about the standard for the liability of members of the supervisory board and leaves open many other important questions about boundaries of their duties. 

scholarly journals Claiming Damages where Dividends remain Unpaid: A Contribution towards a More Balanced Approach in South Africa

2017 ◽  
Vol 20 ◽  
pp. 1-26
Author(s):  
Cornelius G Kilian ◽  
Elizabeth Snyman-Van Deventer
Keyword(s):  
Supreme Court ◽  
South African ◽  
New South ◽  
Case Law ◽  
Company Law ◽  
Discretionary Power ◽  
Balanced Approach ◽  
South Wales ◽  
The Supreme Court ◽  
The Board Of Directors

In the matter between Sumiseki Materials Co Ltd v Wambo Coal Pty Ltd 2013 NSWSC 235 (25 Mar 2013) the Supreme Court of New South Wales had to decide on the legal difficulty arising from unpaid dividends. The Court was required to decide whether a shareholder has a right to a predetermined annual dividend. The principles applied by the Supreme Court entailed estoppel (common law), minority oppression (company law) and contractual law principles. Although the principles of estoppel were relevant, these fall outside the ambit of this article concerning unpaid dividends. The Supreme Court cited approximately 40 cases and considered 5000 pages of documentary evidence pertaining to the contractual right to a predetermined dividend. Although the latter seems applicable and relevant to the South African corporate law environment, South African case law does not support it. Besides a contractual right, this article also investigates the Oxford Legal Group case in establishing at least an implied right (based on the doctrine of proper purpose) to claim an undeclared dividend or unauthorised dividend that is contrary to the board of directors discretion not to authorise any dividends. Both these cases argue when and why a court should interfere in company resolutions in striking a better balance between a right to a dividend and a company's discretionary power not to recommend or declare a dividend.     

scholarly journals Claiming Damages where Dividends remain Unpaid: A Contribution towards a More Balanced Approach in South Africa

2017 ◽  
Vol 20 ◽  
pp. 1-26
Author(s):  
Cornelius G Kilian ◽  
Elizabeth Snyman-Van Deventer
Keyword(s):  
Supreme Court ◽  
South African ◽  
New South ◽  
Case Law ◽  
Company Law ◽  
Discretionary Power ◽  
Balanced Approach ◽  
South Wales ◽  
The Supreme Court ◽  
The Board Of Directors

In the matter between Sumiseki Materials Co Ltd v Wambo Coal Pty Ltd 2013 NSWSC 235 (25 Mar 2013) the Supreme Court of New South Wales had to decide on the legal difficulty arising from unpaid dividends. The Court was required to decide whether a shareholder has a right to a predetermined annual dividend. The principles applied by the Supreme Court entailed estoppel (common law), minority oppression (company law) and contractual law principles. Although the principles of estoppel were relevant, these fall outside the ambit of this article concerning unpaid dividends. The Supreme Court cited approximately 40 cases and considered 5000 pages of documentary evidence pertaining to the contractual right to a predetermined dividend. Although the latter seems applicable and relevant to the South African corporate law environment, South African case law does not support it. Besides a contractual right, this article also investigates the Oxford Legal Group case in establishing at least an implied right (based on the doctrine of proper purpose) to claim an undeclared dividend or unauthorised dividend that is contrary to the board of directors discretion not to authorise any dividends. Both these cases argue when and why a court should interfere in company resolutions in striking a better balance between a right to a dividend and a company's discretionary power not to recommend or declare a dividend.     

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