Company Law - Articles of Association - Essay Example

Question a) A company’s Articles of Association is a document that defines the internal workings of the company. It determines how company decisionswill be made, what officers the company will have and how they will be elected. In other words the Articles of the company constitute the basis of a contract between the company and its members and it also binds the members to each other.1 The shareholders of the company are entitled to force the company to comply with the provisions of the Articles of Association.2 Generally speaking the Articles of Association can be altered by special resolution.3 However, any alteration must comply with the provisions contained in the company’s Memorandum of Association and the current Companies Acts. The Memorandum sets out the objects of the company and what the company can do. Therefore in the event a provision of the Articles is inconsistent with the Memorandum it will be overruled.4 Any alteration of the company’s Article of Association must be conducted in good faith and for the overall benefit of the company.5 The underlying rationale is the extent to which the majoritys power is contained so as to prevent majority oppression of the minority. Put another way, the principles of common law and equity effectively bind the majority share holders in the manifest exercise of their powers at the expense of minority shareholders.6 The courts have consistently approached the question of alteration of a company’s Articles of Association with extreme caution. There are many variants that are potentially conflicting. For one thing a fine balancing of the company’s interests and the interests of the members of the company as a body is relevant. The doctrine of majority rule is as equally important to the court as is the protection of the minority from oppression by the majority. Since by virtue of Section 9 of the Companies Act 1985 a majority can alter or amend provisions contained in the Articles of Association, it is important to the court that this is not accomplished by discriminatory or fraudulent means or motives on the part of the majority. The doctrine of majority rule was introduced in Foss v Harbottle. The rationale behind Foss was that any difficulties within the structure of the company ought to be dealt with by ratification by the majority shareholders.7 Inherent in this principle is the courts’ recognition of the company’s right to alter its Articles of Association. Jenkins LJ said, ‘…where the alleged wrong is a transaction which might be made binding on the company or association and on all its members by a simple majority of the members, no individual member of the company is allowed to maintain an action in respect of that matter for the simple reason that, if a mere majority of the members of the company or association is in favour of what has been done, then cadit quaestio’.8 This rigid adherence to the majority rule doctrine at common law proved to be entirely burdensome and unfairly balanced against minority shareholders. Section 459 of the Companies Act 1985 endeavored to level the playing field by providing that ‘Any member of a company may apply to the Court by petition for an order under this section on the grounds that the affairs of the company are being or have been conducted in a manner which is unfairly prejudicial to some part of the members (including at least himself) or that any actual or proposed act of omission of the company (including an act of omission on its behalf) is or would be so prejudicial.’9 David Partington, stated that the wide discretion contained in Section 459 cannot be over emphasized. ‘The breadth of s.459 means that there must be an infinite range of situations in which it may be employed.’ Partington points out that the courts have been extremely flexible in their application of the term ‘unfairly prejudicial. In fact, he adds that the courts ‘in their application of s.459.... have been prepared to give effect to the very wide frame of reference of the section, subject always to the realities of commercial life.’10 The significance of Section 459 in relation to a company’s ability to alter its Articles of Association is not immediately obvious. But when scrutinized in the context of Lindley M.R.’s statement in Allen v Gold Reefs of West Africa Ltd. its relevance is clear.11 Section 459 provides a remedy for minority shareholders against majority shareholders that relaxes to a certain extent pre-existing restraints on the minority’s rights to challenge the majority rule doctrine. The introduction of ‘unfairly prejudicial’ conduct lessens the burden of the minority shareholder seeking relief against impropriety on the part of the majority. Despite the provisions of Section 459 of the 1985 Act, altering the company’s Articles of Association is somewhat different from other conduct by majority shareholders. The majority rule doctrine by and large refers to conduct than can be ratified by ordinary resolution, whereas altering the company’s Articles of Association requires a special resolution.12 Drury observed that ‘the automatic barrier to suit has been set at the level of an ordinary majority of the general meeting. It will thus have no application when the rules of company law require some higher majority, or where the matter is such that it is inappropriate to refer it to an ordinary majority.’13 Prior to the enactment of Section 459, the courts approached the question of majority rule in respect of the company’s Articles of Association in a different manner than they did minority complaints of impropriety on the part of the majority. Noticeably absent was the requirement of oppression. However, if a special resolution is carried for the purpose of altering the Articles of Association for fraudulent motives, no doubt the alteration can be founded on the basis of Section 459. Therefore cases decided on the basis of Section 459 are directly relevant to cases involving the alteration of the company’s Articles of Association. In Greenhalghe v Arderne Cinemas Ltd., the Court of Appeal determined the grounds upon which an amendment to the company’s Articles of Association might be impeached. Evershed, M.R. said that ‘…you may take the case of an individual hypothetical member and ask whether what is proposed is, in the honest opinion of those who voted in its favour for that person’s benefit. I think the thing can in practice, be more accurately and precisely stated by looking at the converse and saying a special resolution of this kind would be liable to be impeached if the effect of it were to discriminate between the majority shareholders and the minority shareholders so as to give to the former an advantage to which the latter would be deprived.’14 In Clemens v Clemens & Bros Ltd. & Others, the court explained what might amount to discriminatory conduct on the part of the majority shareholders. In this case, the plaintiff held 45 percent of the company’s shares and as an owner of more than 25 percent he was entitled to certain veto powers. The majority shareholders proposed the passing of a resolution which would have reduced the plaintiff’s shareholding to less that 25 percent and thereby have the effect of usurping her veto powers. The court ruled that this kind of conduct was discriminatory as it represented a real prejudice to the plaintiff since it diminished her shareholding percentage.15 Foster J held that the manner in which ‘the resolutions have been framed so as to put into the hands of Miss Clemens and her fellow directors complete control of the company and to deprive the plaintiff of her existing rights as a shareholder with more than 25 per cent of the votes and greatly reduce her rights under art 6.  They are specifically and carefully designed to ensure not only that the plaintiff can never get control of the company but to deprive her of what has been called her negative control.’16 Lindley M.R.’s statement (was considered in the recent case Constable v Executive Connections Ltd. The plaintiff in this case obtained injunctive relief barring the alteration of the Articles of Association of the defendant company. It was alleged that the majority shareholders proposed a resolution to modify the company’s Articles of Association in such a way as to validate a compulsory purchase of the plaintiff’s shares in the company. 17 Acknowledging that minority shareholders should seek protection under the provisions contained in Section 459 of the Companies Act 1985, the court nevertheless noted that the plaintiff would have a difficult job establishing a cause of action under Section 459. The court took into consideration of the case of Allen v Gold Reefs of West Africa Limited and Lindley M.R.’s statement. While holding that the law in this area was not altogether clear, the court ruled that if it was satisfied on the facts that the motion to alter the company’s Articles of Association was for the purpose of facilitating the sale of the company and to remove the plaintiff as a minority shareholder then it was likely that the majority shareholders were acting in their own interests rather than the interests of the company as a whole.18 Gower and Davies in Principles of Modern Company Law have taken a rather cynical view of the law in relation to majority rule. The authors have summed it up as ‘scattered throughout the reports are statements that members must exercise their votes “bona fide for the benefit of the company as a whole”, a statement which suggests that they are subject to precisely the same basic principle as directors.  But, it seems, this is highly misleading, and the decisions do not support any such rule as a universal principle.  On the contrary, it has been repeatedly laid down that votes are proprietary rights, to the same extent as any other incidents of the shares, which the holder may exercise in his own selfish interests even if these are opposed to those of the company.’19 In referring to previous cases on the question of majority rule and what they refer to as the ‘twin concepts of “fraud on the minority” and “bona fide in the interests of the company”’ Gowers and Davies maintain that these principles have now become ‘obsolete’. They opine that these terms were invented by the courts for judicial interventions merely designed to ‘curb the worse excesses of majority rule.’ Section 459 of the Companies Act 1985 dispenses with any effective use for the ‘twin concepts.’20 It is now possible to challenge practically any type of irregularity on the part of the majority, however, there is little evidence that the courts have departed from previous held ‘majority rule’ concepts. Moreover, the courts are at liberty to make an order for what ever remedy it deems fit.21 In the 1999 case of O’Neill v Phillips, the House of Lords dealt with the application of Section 459 of the Companies Act 1985. In this case, Phillips formed the company in question and O’Neill worked for the company as managing director holding only 25 percent of the company’s shares. Phillips on the other hand held the remaining 75 percent of the shares. Phillips had previously represented to O’Neill that he would consider transferring an additional 24 percent of the shares to O’Neill. However, as a result of a recession within the company it was no longer possible and Phillips told O’Neill that he would only be entitled to 25 percent of the profits together with his usual salary. After leaving the company, O’Neill commenced proceedings under Section 459 of the Companies Act 1985. The Court of Appeal agreed with O’Neill’s claim that he had a ‘legitimate expectation’ that he would be entitled to a fifty percent share holding interest in the company. However, on appeal to the House of Lords, this decision was reversed with Lord Hoffman explaining that the term ‘legitimate expectation’ was nothing more than a label for a mutual right which was most likely not an appropriate term on the facts of this case. In cases such as these, Lord Hoffman went on to maintain, the majority shareholder should make an attempt to ‘buyout’ the minority shareholder.22 This case demonstrates that Section 459 of the Companies Act 1985 will permit a minority share holder to bring an action even if the conduct complained of is not ultra vires the company’s objects or blatantly oppressive. On the other hand, it also demonstrates that the courts are as far as possible going to make an order that protects the integrity of the company. Moreover, an action could be sustained on a single act rather than the previous requirements under the majority rule doctrine and previous Companies Act 1945 requiring a series of acts.23 Discussions by legislators for the Company Law Reform Bill 2006 indicate that common law and equitable principles applicable to majority rules concepts will remain the same. The arguments made by Lord Hodgson clearly indicate that the 2006 Bill would not interfere with the provisions of Section 459 of the Companies Act 1985. Maintaining that ‘Section 459 of the Companies Act 1985 provides a separate cause of action to shareholders where their companys affairs have been conducted in an "unfairly prejudicial" manner’ Lord Hodgson went on to say that under Section 461 the court contained ‘wide powers to grant relief in respect of the matter complained of.’ Moreover Lord Hodgson said that ‘it should be made absolutely clear that Section 459 will continue to operate as it currently does.’ 24 The more things have changed in the area of minority oppression and majority rule, the more they have remained the same. The threshold that the claimant has to cross is cumbersome, because it appears that no matter how strong a minority shareholders claim may be the courts will do all they can to interpret the evidence in favour of keeping the company together and order that the matter be either resolved in a general meeting or that he aggrieved shareholders subscribe to a ‘buyout’. Question b) Whether or not Jo and Keira can prevent Lin’s involvement with Zylo Ltd and/or have Lin removed from the board of directors of both Abbey Ltd and Baja Ltd. well depend on the application and interpretation of the current law in respect of director’s duties. Whether or not Abbey Ltd is responsible for the debts incurred by Baja Ltd. will depend entirely on the application of principles of common law with regard to the separate legal personality of the corporation. Director’s Duties The relevant law in relation to director’s duties is contained in the provisions of the Companies Act 1985, together with principles of Common Law and Equity. Collectively the principles enshrined in the law dictates that directors have a fiduciary relationship with the company they serve. In their capacity as fiduciaries, directors have three primary duties in respect of the management of the company’s affairs. They are: 1- Directors have a bona fide duty to act in the best interests of the company and cannot act for any collateral interest. 2- If a director uses his position to make a personal profit he is accountable to the company and its members. 3- If a contract is entered into on behalf of the company by a director who has a conflict of interest, the company by its own volition can avoid the contract.25 In Re City Fire Equitable Insurance Co., Romer J added that in the course of exercising his duties as a director, the director was subject to a certain standard in law. That standard was the reasonable skill and care that was generally expected of a business man possessing the relevant skills and training.26 Failing to act in a professional manner is therefore tantamount to a breach of fiduciary duties. As we will see, Lin’s conduct goes beyond competence and instead is aligned with a far more serious breach of fiduciary duties. The courts’ approach to the imposition of a duty of care in respect of directors is designed to protect the company itself rather than the individual shareholders. Section 309 of the Companies Act 1985 codified this proviso by requiring that directors owe a duty of care to act in the best interests of both the members and the employees of the company.27 Although this duty necessarily requires a subjective test, it is not altogether accurate. Lord Greene M.R. said that the duty is judged by reference to what a director might deem to be in the best interest of the company, rather than what a court might think.28 On the other hand assessing the best interests of the members of the company and its employees will require, to some extent at least, an objective application of the test for how a reasonable business man might exercise his duties.29 The duty to act in good faith when conducting business on behalf of the company or managing its affairs implies that a director cannot use his position for any collateral purpose. 30 The courts have been consistent in their interpretation of a director’s fiduciary duties to the company, particularly in incidents involving elements of insider dealing. For instance even when a director secured a contract for himself in circumstances where it was not possible that the company would eventually obtain the contract, the courts have held that act on the part of the director a breach of his duty.31 The rationale behind this strict interpretation of directors’ duties is to be found in an early case where the court held that it is not concerned with looking into the reasons or fairness behind the transaction.32 Moreover, it was of no moment whether or not there actually was a conflict of interest. The mere fact that one might reasonably have existed is sufficient.33 It is a fundamental principle of company law that directors ought not to place themselves in a position where a conflict of interest might arise.34 Implicit in this duty is the principle that directors are forbidden to make personal use of the company’s property or any knowledge of information derived as a result of their fiduciary relationship with the company. The nature of fiduciary duties requires an element of confidentiality and this principle is a necessary safeguard against keeping confidential information within the confines of the company.35 The Court of Appeal held that the director was under a duty to act in good faith, which is considered to be in the company’s best interests. Moreover, the Court of Appeal emphasized that the director was under a duty to account for secret profits.36 This reasoning also safeguards against a director reconverting company business elsewhere.37 In light of the ratio deciendi of the cases cited above, Lin is in breach of fiduciary duties as a director. Lin used the information obtained by virtue of holding a position on the Board of Directors of both Abbey and Baja Ltd. for personal use. It can even be argued, that in forming Lin’s own company for the purpose of taking the contract for personal use, Lin effectively diverted the company’s business elsewhere. Lin’s conduct in taking a rejected contract for personal use offends the provisions of Part X of the Companies Act 1985 which defines the meaning of fair dealing by directors and makes provision for the duties of the director in relation to disclosure. By virtue of Section 317 of the 1985 Act a director is required to disclose any interest and to what extent he might have. 38 The disclosure of such information must be presented at a meeting of the board of directors of the company39 which must include the entire board.40 It is of no consequence that Baja turned down the contract to import wooden bowls, per Industrial Development Consultants v Cooley.41 In fact Keech v Sanford went a little further, holding that even if it were impossible that the company would take the contract a director was not permitted to take advantage of the contract for himself.42 Directors and those persons described by the 1985 Act as family members and others under the term ‘connected persons’43 are under a duty to disclose and obtain shareholder approval in advance of securing ‘substantial property transactions.’44 In the event these transactions are not disclosed they can be voided by the company.45 Jo and Keira are not only co-directors along with Lin, they are shareholders of the company and as such had a right to be informed of Lin’s transaction with Zylo Ltd. Moreover, under Section 322 of the Companies Act 1985 as a result of Lin’s failure to disclose the dealings with Zylo Ltd, Kiera and Jo are at liberty to make an application to the court for that independent contract to be voided. Although by virtue of the Insolvency Act 1986 Jo and Keira can make an application for the winding up of the companies, it is not advisable as the courts prefer not to pursue this remedy and would only do so in rare and exceptional cases. By virtue of Section 122(1)(g) of the 1986 Act, the court is permitted to make an order winding up a company only if it is satisfied ‘that it is just and equitable that the company should be wound up.’46 Only one director committed a wrong in this case and having him removed or bought out is a more desirable remedy. Although the three directors held the company’s shares equally and were to some extent aligned to a quasi-partnership, Lord Wilberforce stressed that the equitable principles would apply to all companies, notwithstanding the company’s size or structure.47 As majority shareholders, Keira and Jo can properly vote for Lin’s removal as a director from both companies. Removal of a director requires ratification and Kiera and Jo are of sufficient standing as shareholders and officers and directors of both companies to ratify Lin’s removal.48 A breach of fiduciary duties is sufficient grounds for releasing a director from his or her position as a person in a fiduciary relationship with the company.49 Piercing the Corporate Veil It has been a long established principle of Company Law that the corporate personality is a separate legal entity distinct from its members. In the context of this common law principle, Baja Ltd. is a separate and distinct entity from Abbey Ltd. However, there are circumstances in which the courts might find it appropriate to dispense with this principle and ignore the principle of separate corporate personality by ‘lifting the corporate veil’ so to speak. Whether or not Abbey Ltd will be responsible for the debts incurred by Baja Ltd as a subsidiary of Abbey will depend on the principles set forth and developed by the courts following the Salomon v Salomon & Co. principle. Salomon v Salomon & Co. introduced the principle of separate legal personality of the corporation. The plaintiff, Mr. Salomon, conducted business as a leather merchant and incorporated the defendant company to carry on his leather business. In order to comply with legislative provisions at the time, his shares were distributed among his wife and children, each of whom held one share each, for Mr. Salomon.50 The House of Lords held: 1) It was not relevant for the purposes of determining the genuineness of a company’s formation that some shareholders were holding shares for the purpose of forming the company pursuant to relevant statutory provisions. In fact, it was perfectly legal for the procedure for registration to be used by a person for the purpose of conducting a one-man business enterprise. 2) Moreover, a company that was formed pursuant to the regulations provided in the Companies Acts is a separate legal person and was not therefore an agent or trustee for the controller. Therefore the company’s debts were its own and were not the debts of its members. The liability of the members would be limited in proportion to the shares that they each held. 51 Salomon v Salomon & Co. Ltd. has been consistently upheld over the years, with little variations. For example, in Macaura v Northern Assurance Co. [1925] AC 619 the House of Lords held that in the same way that the company’s liabilities are the company’s and the shareholders, the assets are also the company’s rather than the shareholders. 52 The case Barings Plc (In Liquidation v Coopers & Lybrand (No.4) has direct application in the case discussed here. In this case, a parent company suffered a loss as a consequence of the loss incurred by one of its subsidiaries. It was held that the subsidiary was the proper party to commence an action in respect of the loss. This rationale followed the rationale in Salomon v Salomon & Co. vis-à-vis the loss was that of the subsidiary and was therefore that company’s liability rather than the parent company’s liability. The subsidiary was a separate legal entity from its parent company.53 Another ruling that indicates Abbey will escape liability in respect of Baja is to found in the case of Re Southard &Co Ltd T where Templeton LJ said that ‘A parent company may spawn a number of subsidiary companies, all controlled directly or indirectly by shareholders of the parent company. If one of the subsidiary companies, to change the metaphor, turns out to be the runt of the litter and declines into insolvency to the dismay of its creditors, the parent company and other subsidiary companies prosper to the joy of the shareholders without any liability for the debts of the insolvent subsidiary.’54 Despite judicial precedents, there have been legislative intervention whereby specific situations have been defined where it would be appropriate to pierce the corporate veil. For example Sections 213 and 214 of the Insolvency Act make it possible for the lifting of the corporate veil in cases of fraud and wrongful dealing.55 Section 227 of the Companies Act 1985 makes further provision for lifting the veil of the corporation. This section arises in instances where it is necessary to require the production of group members or group accounts to verify whether or not a subsidiary’s financial activity is that of the holding company.56 Based on this provision it will be necessary for the production of the accounts’ records in respect of Abbey and Baja for the purpose of proving that they were indeed operating independently of one another, despite the fact the fact that they share the same officers and directors, registered office and shareholders. The circumstances in which the court will ignore the corporate veil are ill-defined and the impression is that these circumstances are developed on a case by case basis. Professor Gower said that ‘challenges to the doctrines of separate legal personality and limited liability at common law tend to raise more fundamental challenges to these doctrines, because they are formulated on the basis of general reasons for not applying them, such as fraud, the company being a "sham" or "facade", that the company is the agent of the shareholder, that the companies are part of a "single economic unit" or even that the "interests of justice" require this result.’57 Adams v Cape Industries Plc is viewed by Gower and Davies as the leading case on the exceptions to the corporate veil. In this case it was held that the court is not ‘entitled to lift the corporate veil as against a defendant company which is a member of a corporate group’ merely on the grounds that the company was used to shield a member of that group from future liabilities of the company. The Court of Appeal maintained that ‘whether or not this is desirable, the right to use a corporate structure in this manner is inherent in our corporate law.’58 While Adams v Cape Industries Plc was very strict in its position in favor of safeguarding the corporate veil, the House of Lords was rather liberal in DHN Food Distributors Ltd v Tower Hamlets London Borough Council. In the latter case Lord Denning speaking of a parent company and its subsidiary holdings said, ‘these subsidiaries are bound hand and foot to the parent company and must do just what the parent company says…They should not be treated separately so as to be defeated on a technical point’.59 It wasn’t long before the courts departed from the position taken by Lord Denning. Woolfson v Strathclyde R.C the House of Lords took issue with Denning’s view on the nature of holding companies and the groups under them. The Lords maintained that the corporate veil would not be displaced unless it was shown that the company was a façade.60 In Trustor AB v Smallbone (No. 2) the court was adamant that the corporate veil would only be lifted in three circumstances. They were, 1) if the court was satisfied on the evidence that the company was a mere sham or façade, 2) the company itself was involved in some impropriety or 3) where the interest of justice required it.61 In another case the defendant signed an estate contract with the plaintiff for the sale of realty to him. The defendant changed his mind and formed a company, transferring the realty to the company. He claimed that he was no longer the owner of realty and therefore no bound to the terms of the estate contract. The court found that the company was a mere façade for the defendant and he was ordered to sell the realty as per the estate contract.62 Adams has effectively narrowed the circumstances in which the courts will intervene and lift the corporate veil. This is unfortunate since changing times together with the complex development of both the corporate structure and company law, the Salomon v Salomon & Co. rule is in reality perhaps out of place today.63 Although there have been times when the courts have shifted away from this ruling it remains the poster child for the criteria to be met when determining whether or not to lift the veil of the corporation. The prevailing attitude is to safeguard against lifting the corporate veil. In light of the preceding discussion it is safe to advise Abbey Ltd. that circumstances do not exist justifying the lifting of the corporate veil and it is very unlikely that it will be responsible for the debts of Baja Ltd. Both companies deal in different imports from different countries which invariably involve different currencies. As a result Abbey and Baja have separate corporate identities and operate independently of one another.64 Baja was formed for a legitimate business structure and there is no evidence that it is a mere facade or sham. The corporate veil will only be lifted if there is evidence that the subsidiary is a mere sham.65 Bibliography Aberdeen Railway Co. v. Blaikie Bros (1854)) 1 Macq 461 (HL) Adams v Cape Industries Plc [1990] Ch 433 (CA) Allen v Gold Reefs of West Africa Ltd [1900] 1 Ch 656 (CA) Barings Plc (In Liquidation v Coopers & Lybrand (No.4) [2002] 2 BCLC 364 (CA) Clemens v Clemens & Bros Ltd. & Others [1976] 2 ALL ER (Chd) CMS Dolphin Ltd v. Simonet [2002] BCC 600 (CA) Companies Act 1985 Companies Bill http://www.publications.parliament.uk/pa/pabills/200506/companies.htm Viewed December 16 2006 Constable v Executive Connections Ltd [2005] 2 BCLC 638 (Chd) Davies, P.L. (2003) Gower and Davies’ Principles of Modern Company Law. Sweet and Maxwell DHN Food Distributors Ltd v Tower Hamlets London Borough Council [1976] 1 WLR 852 (HL) Dignam, Alan & Lowry, John. (2006) Company Law. Oxford University Press. Drury, R. R. The Relative Nature of a Shareholders Right to Enforce the Company Contract, [1986] CLJ 219 Ebrahimi v Westbourne Galleries Ltd [1973]AC 360 (HL) Edwards v Halliwell [1950] 2 All ER 1064 (HL) Farrar, J.H.; Hannigan, B.M., Farrars Company Law, London Edinburgh and Dublin, Butterworths (1998) at p378 Foss v Harbottle [1843] 2 Hare 461 (CA) Gallagher & Zeigler (1990) Lifting the corporate veil in the pursuit of justice. JBL 292 Gowers, L.C. B & Davies, Paul. Principles of Modern Company Law. (2003) Sweet and Maxwell Greenhalghe v Arderne Cinemas Ltd. et al [1950] ALL ER 1120 (CA) Guinness v Land Corpn of Ireland Ltd (1882) 22 ChD 349 (CA) Hickman v Kent or Romney Marsh Sheep Breeders Association [1915] 1 Ch 881 (CA) Industrial Development Consultants v. Cooley [1972] 2 All ER 162 (HL) Jones v Lipman [1962] 1 WLR 832 (Chd) Keech v. Sandford (1726) Sel Cas Ch 61 (Chd) Lee Panavision Ltd v. Lee Lighting Ltd [1992] BCLC 22 (CA) Macaura v Northern Assurance Co. [1925] AC 619 (HL) New Zealand Netherlands Society Oranje Inc v. Kuys [1973] 1 WLR 1126 (PC) North-West Transportation Co Ltd v. Beatty (1887) 12 App Cas 589 (PC) O’Niell v Phillips. [1999] 2ALL ER 961 (HL) Parke v. Daily News Ltd [1962] Ch 929 (Chd) Partington, David. Company: Minority Shareholders. Law Society Gazette. November 9th 1988 Punt v. Symons & Co Ltd. [1903] 2 Ch. 506 (Chd) Re City Fire Equitable Insurance Co. Ltd. [1925] Ch 407 (Chd) Re Dominion International Group plc (No 2)[1996] 1 BCLC (Chd) Regal (Hastings) Ltd v Gulliver [1942] 1 All E.R. 378 (HL) Re Smith & Fawcett Ltd. [1942] Ch 304 (Chd) Re Southard &Co Ltd T [1979] 3 ALL ER 556 (HL) Salomon v Salomon &Co. [1897] AC 22 (HL) Sidebottom v Kershaw, Leese & Co [1920] 1 Ch 154 (CA) Software (UK) Ltd v. Fassihi [2004] EWCA Civ 1244 (CA) The Insolvency Act 1986 Trustor AB v Smallbone (No. 2) [2001] 1 WLR 1177 Woolfson v Strathclyde R.C [1978] SLT 159 (HL) Wood v. Odessa Waterworks Co. (1889) 42 ChD 636 (CA) Read More