Lord Chelmsford said: ‘it is said that everything that is stated in the prospectus is literally true, and so it is; but the objection to it is, not that it does not state the truth as far as it goes, but that it conceals most material facts with which the public ought to have been … Continue reading Oakes v Turquand: hL 1867
The court considered the circumstances when a liquidator could be removed. The words ‘due cause’ did not require anything amounting to misconduct or personal unfitness. It was sufficient if it could be shown that it was on the whole desirable that a liquidator should be removed. It was a serious and valid objection to the … Continue reading Marseilles Extension Rly and Land Co: 1867
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The 1677 Statute is complied with if, per Fry LJ: ‘First, there must be at or before the date of the issue of these shares, a contract; secondly, that contract must be duly made in writing; and thirdly, that contract must be filed with the Registrar. Now, all these things must be done or must … Continue reading In Re New Eberhardt Company, Ex parte Menzies: CA 20 Nov 1889
Section 38 of the Companies Act 1867 provides that every prospectus of a company shall specify certain particulars of any contract entered into by the company before the issue of the prospectus, and that any prospectus which does not do so ‘shall be deemed fraudulent’ on the part of the directors ‘knowingly issuing the same … Continue reading Calthorpe v Trechmann Macleay v Tait: HL 15 Dec 1905
The plaintiff had bought shares in a company promoted by the defendant. The prospectus was fraudulent having failed to mention certain contracts which made the shares valueless. Held: The shares being worthless, the plaintiff was entitled to have his price repaid.Cockburn CJ said: ‘If a man buys a horse, as a racehorse, on the false … Continue reading Twycross v Grant: CA 2 Jun 1877
Application is for orders to sanction nine schemes of arrangement proposed pursuant to Part 26 of the Companies Act 2006. Judges: Hildyard J Citations: [2014] EWHC 1867 (Ch) Links: Bailii Statutes: Companies Act 2006 Jurisdiction: England and Wales Company Updated: 24 August 2022; Ref: scu.526360
Public Company – Winding-up – List of Contributories – Purchase by Directors as Trustees on behalf of Company – Trafficking in SharesThe memorandum of association of a company limited under the Companies Act of 1862 provided that no transfer of any shares either upon a sale or in consequence of the bankruptcy of any shareholder … Continue reading Cree (Liquidator of The Bonnington Sugar Refining Co, Ltd) v Somervail and Others (Thomson’s Trustees): HL 20 Jun 1879
Kerr LJ summarised the aim of the Directives underlying the 1977 Regulations as being to achieve a uniform classification of non-life insurance businesses and of insured risks for the purposes of the supervision of insurers with a view to ensuring their solvency and proper administration. He continued: ‘The wording of the Regulations appears to me … Continue reading Phoenix General Insurance Co of Greece SA v Halvanon Insurance Co Ltd: CA 1987
Banker’s Liability for Negligent Reference The appellants were advertising agents. They were liable themselves for advertising space taken for a client, and had sought a financial reference from the defendant bankers to the client. The reference was negligent, but the bankers denied any assumption of a duty of care to a third party when purely … Continue reading Hedley Byrne and Co Ltd v Heller and Partners Ltd: HL 28 May 1963
An official liquidator, who had been appointed by the Court to wind up a company incorporated under the Companies Acts 1862 and 1867, applied under section 91 of the Act of 1862 for leave to resign. It was stated that there was nothing to recover from the bankrupt estate, and the application was concurred in … Continue reading Petition – Jamieson (Official Liquidator of The Garbel Haematite Co Ltd): SCS 19 Jul 1877
In the course of the insolvent administration of the bank, substantial additional sums were received. Parties appealed against some orders made on the application to court for directions as to what was to be done with the surplus. Held: The Court considered the so called waterfall of distributions made on liquidation which proved to be … Continue reading LB Holdings Intermediate 2 Ltd, The Joint Administrators of v Lehman Brothers International (Europe), The Joint Administrators of and Others: SC 17 May 2017
The bank had entered into a master trading agreement with a trader under which the trader bought motor vehicles as agent for the bank for resale. The vehicles belonged to the bank. The defendant bought all the trader’s vehicles. The defendant now . .