Company Law 1 - University of Wolverhampton

More documents

Recommendations

Info

Study Unit 7 Suggested minimum study hours: 10TopicSharesThis Unit covers material contained in the Learning Project.IntroductionShare capital is the proprietors’ contribution to, and stake in, the company. We shall consider therules and regulations which govern the issuing, purchasing and transfer of company shares.Objectivesa Read and consider the cases which consider the nature of shares anddebentures. Are there any clear definitions of either?b Consider the relative advantages and disadvantages of the various types of company securityavailable to an investor. Do these advantages and disadvantages vary according to the financialfortunes of the company?c Consider the provisions of ss263–281 CA 1985 and how these have altered the common lawrules on the payment of dividends.d Note the different rules now applied to payment of dividends by public and private companiesrespectively. Compare and contrast these provisions.e Consider the purpose of the share certificate in modern company law and (i) the doctrine of estoppelby share certificate and (ii) the effect of a forged share certificate.f Look at the decisions on restrictions on the transferability of shares. Are these important today inthe case of (i) public companies or (ii) private companies?g Consider the procedure for the transfer of shares in the case of publicly quoted companies.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 statuteSHARES – CLASSIFICATIONBirch v Cropper (1889) 14 App Cas 525Borland’s Trustee v Steel Brothers & Co Ltd [1901] 1 Ch 279Carruth v Imperial Chemical Industries Ltd [1937] AC 707Chatterley-Whitfield Collieries Ltd, Re [1949] AC 512 (HL)
Cumbrian Newspapers Group Ltd v Cumberland and WestmorelandHerald Newspaper and Printing Co Ltd [1986] 2 All ER 816Greenhalgh v Arderne Cinemas [1946] 1 All ER 512Holder’s Investment Trust Ltd, Re [1971] 1 WLR 583House of Fraser plc v ACGE Investments Ltd and Others [1987] BCLC 478Isle of Thanet Electricity Supply Co Ltd, Re [1950] Ch 161Northern Engineering Industries plc, Re [1994] BCC 618Oakbank Oil Co v Crum (1882) 8 App Cas 65Prudential Assurance Co Ltd v Chatterley-Whitfield Collieries Ltd [1949] AC 512Saltdean Estate Co Ltd, Re [1968] 1 WLR 1844; [1968] 3 All ER 829Scottish Insurance Corporation Ltd v Wilsons & Clyde Coal Co Ltd [1949] AC 462Thundercrest Ltd, Re [1994] BCC 857 (Ch D)White v Bristol Aeroplane Co [1953] Ch 65Will v United Lankat Plantations Co Ltd [1914] AC 11Companies Act 1985: ss14, 121, 125, 127, 129, 135, 137 and 140SHARES – TRANSFER AND TRANSMISSION OF SHARESBahia & San Francisco Railway Co, Re (1868) LR 3 QB 584Balkis Consolidated Co v Tomkinson [1893] AC 396Bede Steam Shipping Co Ltd, Re [1917] 1 Ch 123Bloomenthal v Ford [1897] QB 156Hackney Pavilion Ltd, Re [1924] Ch 276Royal Bank of Scotland plc v Sandstone Properties Ltd [1998] 2 BCLC 429Ruben v Great Fingall Consolidated [1906] AC 439Sheffield Corporation v Barclay [1905] AC 392Smith and Fawcett Ltd, Re [1942] 1 Ch 304Swaledale Cleaners Ltd, Re [1968] 1 WLR 1710; [1968] 3 All ER 619Companies Act 1985: ss22, 129, 182–189, 263–281 and 352–362SHARES – DIVIDENDSAmmonia Soda Co Ltd v Chamberlain [1918] 1 Ch 266Dimbula Valley (Ceylon) Tea Company Ltd v Laurie [1961] Ch 353Exchange Banking Company, Flitcroft’s Case, Re (1882) 21 Ch D 519Foster v New Trinidad Lake Asphalt Company Ltd [1901] 1 Ch 208Lee v Neuchatel Asphalte Co (1889) 41 Ch D 1Wood v Odessa Waterworks Co (1889) 42 Ch D 636Self-Study Questions1 What is a share? Does a shareholder have any interest in the company’s property?2 What is a preference share and how does it differ from an ordinary share?3 Are preferential dividends cumulative? Would the absence of such a provision in the memorandumor articles be significant?4 What is a redeemable preference share?5 Is a share certificate a document of title or mere evidence of title?6 Is there any difference in the effect of (a) a forged transfer and (b) a forged share certificate?Sample Questions1 a Distinguish between the issue of shares at a discount and the issueof shares at a premium.b The directors of Jumbo plc wish to know whether the company may:
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 and 16: Insolvency Act 1986: ss131, 132, 13
Page 17 and 18: ER 391 (CA)Jones v Lipman [1962] 1
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: 3 John Smith is a shareholder in Al
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

Create successful ePaper yourself

Delete template?

Save as template?