Company Law 1 - University of Wolverhampton

Study Unit 5 Suggested minimum study hours: 15TopicArticles of AssociationIntroductionThe articles contain the internal regulations for the management of the company’s affairs. They setout the manner in which a company must conduct its affairs and govern the rights of the membersamong themselves.Objectivesa Consider the purpose of the articles and their general contents.b What are the special features of the s14 contract?c Consider the meaning of the phrase ‘bona fide in the interests of the company as a whole’ in thecontext of an alteration of the articles.d What types of evidence are acceptable to the court in establishing thatan alteration is not bona fide in the interests of the company as a whole?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, butyou may wish to refer to them to further your understanding.Gower and Davies: the Principles of Modern Company Law, Davies –Relevant Chapter(s)Case law and statutesARTICLES OF ASSOCIATION – GENERAL PRINCIPLESBeattie v E & F Beattie Ltd [1938] 1 Ch 708Bratten Seymour Service Co Ltd v Oxborough [1992] BCC 471 (CA)Clemens v Clemens Bros Ltd [1976] 2 All ER 268Eley v The Positive Government Security Life Assurance Co Ltd (1876) 1 Ex D 88Foss v Harbottle (1843) 2 Hare 461Hickman v Kent or Romney Marsh Sheepbreeders’ Association [1915] 1 Ch 881New British Iron Co, ex parte Beckwith, Re [1898] 1 Ch 324North-West Transportation Co Ltd v Beatty (1887) 12 App Cas 589Pender v Lushington (1877) 6 Ch D 70Quinn & Axtens v Salmon [1909] AC 442Rayfield v Hands [1960] 1 Ch 1Scott v Scott [1940] Ch 794