Company Law 1 - University of Wolverhampton

More documents

Recommendations

Info

Study Unit 3 Suggested minimum study hours: 10TopicSeparate Legal PersonalityIntroductionA company is a separate legal personality and a veil of incorporation is drawn between the personsdealing with a company and its members.Objectivesa To examine the cases where the court has lifted the corporate veil. Is there any principle whichties these cases together?b To consider the effect of the rule in Salomon v Salomon in commercial life and its advantagesand disadvantages.c To compare a company with (a) partnership and (b) an unincorporated association.d To consider the cases on the criminal liability of a company. When willa company be held criminally liable, in particular the types of offences it will be capable of committing.How does ‘alter ego’ affect a company’s criminal liability?Essential ReadingThese titles have been supplied as part of your study materials.Company Law by John Lowry and Alan Dignam OUP 2006Statutes on Company Law 2007-2008Cases and Materials on Company Law (Andrew Hicks and S Goo)General ReadingThese titles have not been supplied and are not essential reading, but you may wish to refer tothem to further your understanding. Gower and Davies: the Principles of Modern Company Law,Davies –Relevant Chapter(s)Case law and statutesAdams v Cape Industries plc [1991] 1 All ER 929; [1990] 2 WLR 657Bolton (HL) (Engineering) Co Ltd v T J Graham & Sons Ltd [1957] 1 QB 159Bugle Press Ltd, Re [1961] 1 Ch 270; [1960] 3 All ER 791Daimler Co Ltd v Continental Tyre and Rubber Co (Great Britain) Ltd [1916] 2 AC 307Deutsche Genossenschaftsbank v Burnhope & Others [1995] 1 WLR 1580; [1995] 4 All ER 717(HL)DHN Food Distributors v London Borough of Tower Hamlets [1976] 1 WLR 852Director of Public Prosecutions v Kent and Sussex Contractors Ltd [1944] KB 146Durham Fancy Goods Ltd v Michael Jackson (Fancy Goods) Ltd [1968]2 All ER 987El Ajou v Dolar Land Holdings plc [1994] BCC 143Gilford Motor Co v Horne [1933] Ch 935H and Others (Restraint Order: Realisable Property), Re [1996] 2 All
ER 391 (CA)Jones v Lipman [1962] 1 WLR 832; [1962] 1 All ER 442 (CA)Lee v Lee’s Air Farming [1961] AC 12Lennard’s Carrying Co v Asiatic Petroleum Co Ltd [1915] AC 705Lindholst & Co A/S v Fowler & Another (1988) 4 BCC 776Macaura v Northern Assurance Co Ltd [1925] AC 619Meridian Global Funds Management Asia Ltd v SecuritiesCommission [1995] BCC 942; [1995] 3 All ER 918; [1995] 3 WLR 413 (PC)Moore v I Bresler Ltd [1944] 2 All ER 515Multinational Gas and Petrochemical Co v Multinational Gas andPetrochemical Services Ltd [1983] Ch 258; [1983] 2 All ER 563 (CA)Ord v Belhaven Pubs Ltd [1998] BCC 607Penrose v Official Receiver [1996] BCC 311; [1996] 2 All ER 96Polly Peck International plc (No 3), Re [1996] BCC 486R v Andrews Weatherfoil Ltd [1972] 1 WLR 118; [1972] 1 All ER 65R v Gateway Foodmarkets Ltd [1997] 3 All ER 78R v ICR Haulage Ltd [1944] KB 551Salomon v Salomon & Co [1897] AC 22Seaboard Offshore Ltd v Secretary of State for Transport [1994] 2 All ER 99 (HL)Smith, Stone & Knight Ltd v Birmingham Corporation [1939] 4 All ER 116Supply of Ready Mixed Concrete (No 2), Re [1995] 1 AC 456Tesco Stores Ltd v Brent London Borough Council [1993] 1 WLR 1037Tesco Supermarkets Ltd v Nattrass [1972] AC 153; [1971] 2 All ER 127 (HL)Trustor AB v Smallbone [2001] 2 BCLC 436Williams and Another v Natural Life Health Foods Ltd [1998] BCC 428; [1998] 2 All ER 577 (HL)Yukong Line Ltd of Korea v Rendsburg Investments Corp of Liberia,The Rialto [1998] BCC 870; [1998] 4 All ER 82Business Names Act 1985Companies Act 1985: ss14, 22, 23, 24, 348, 349, 406, 458, 630 and 736Companies (Single Member Private Limited Companies) Regulations 1992Insolvency Act 1986: ss212–216Self-Study Questions1 What is the extent of liability of a member of (a) a company limited by shares; (b) a company limitedby guarantee; (c) an unlimited company;(d) an unincorporated association; (e) a partnership; (f) an unlimited partnership; and (g) a soletrader?2 Who has the right to take or defend legal proceedings in respect of acause of action relating to a company?3 Who owns a company’s assets:a the shareholders;b the directors;c the creditors;d the company itself?4 What is the effect of ss213 and 214 IA 1986? How and to what extentdo they cause a lifting of the corporate veil?5 What is the object of ss348 and 349 CA 1985?Sample Questions1 ‘The doctrine laid down in Salomon v Salomon & Co Ltd (1897) has to be watched carefully …The legislature has shown the way with group accounts and the rest. The courts should followsuit.’ (Per Lord Denning MR in Littlewoods Mail Order Stores Ltd v CIR.) Discuss.(Wolverhampton LLB by Distance Learning, January 2001, Question 2.)
Page 1 and 2: Distance Learning Module PlannerCom
Page 3 and 4: How to Use Your Module PlannerThe M
Page 5 and 6: Topics Covered by ModuleThis module
Page 7 and 8: ExaminationsThis module is assessed
Page 9 and 10: StudyingWhere?Choose somewhere that
Page 11 and 12: Reading ListThese are the titles th
Page 13 and 14: Self-Study Questions1 What is meant
Page 15: Insolvency Act 1986: ss131, 132, 13
Page 19 and 20: Study Unit 4 Suggested minimum stud
Page 21 and 22: Prior to the company’s registrati
Page 23 and 24: Shuttleworth v Cox Bros & Co (Maide
Page 27 and 28: 3 John Smith is a shareholder in Al
Page 29 and 30: Cumbrian Newspapers Group Ltd v Cum
Page 35 and 36: Learning Project Suggested minimum
Page 37 and 38: ii Would your answer differ if the
Page 39 and 40: Note: this answer is based on one w
Page 41 and 42: How to reviseIf you have any genera
Page 43 and 44: logical, reasoned way. After you ha

Company Law 1 - University of Wolverhampton

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?