Company Law So…. What’s been covered?
Types of Companies • What types of companies are there? How are they defined? • Can a private company become a public company? • What is a 'listed' company? • What is meant by a 'holding company'? • What is a dormant company? • What is the purpose of Companies House?
Separate corporate identity • What principle derives from the case of Salomon? • What is the effect of this principle on a company? Macaura v Northern Assurance Co Ltd Lee & Lee's Air Farming Ltd  • How does this principle affect the liability of directors? Williams v Natural Life Health Foods  1 WLR 830 • What about the criminal liability of companies? Tesco Supermarkets Ltd v Nattrass  AC 153 Moore v Bresler Ltd  2 All ER 515 • How has the Corporate Manslaughter and Corporate Homicide Act 2007 changed criminal liability?
Lifting the Corporate Veil • What did the courts decide in Gilford Motor Co v Horne  Ch 935 and Jones v Lipman  1 WLR 832? • How does the decision in DHN Food Distributors Ltd v Tower Hamlets LBC  1 WLR 852 compare with the decision in Woolfson v Strathclyde Regional Council 1978 SLT 159? • What approach did the Court of Appeal take in Adams v Cape Industries plc  Ch 433?
Company Constitution • What is the purpose of the memorandum of association? How has this changed under the 2006 Act? • What was the issue in Ashbury Carriage and Iron Co v Riche (1875)? • Is an objects clause still a requirement? • What is meant by ultra vires? • What is the relevance of s 40 CA 2006? • Is a Shareholders Agreement part of the Constitution? • What is the significance ofRussell v Northern Bank Development Corp 
Pre-incorporation and Registration issues • Rules relating to company names • Information/documents required • “Stationery” exercise
Nature of Articles of Association • Hickman v Kent or Romney Marsh Sheep breeders Association  1 Ch 881 • Pender v Lushington (1877) 6 Ch D 70 • Wood v Odessa Waterworks Co (1889) 42 Ch D 636 • Rayfield v Hands  • Ely v Positive Government Security Life Assurance (1876) 1 Ex D 88 • Does the Contracts (Rights of Third Parties) Act 1999 apply to the articles?
Alteration of Articles • What principle was stated in the case of Allen v Gold Reefs of West Africa  1 Ch 656 AC 701 • In Greenhalgh v Arderne Cinemas Ltd  what did the courts have to say about the meaning of the phrase "company as a whole"? • What is the "discrimination test"? • What is the effect of the decision in Southern Foundries (1926) Ltd v Shirlaw  AC 701 • Can a company alter its articles to expel members? • Sidebottom v Kershaw,Leese & Co Ltd  1Ch 154; and • Dafen Tinplate v Llanelly Steel Company  2 Ch 124 • Can the court alter a company's articles? • Scott v Frank F Scott (London) Ltd  Ch 794
Nature of shares and capital • How is a share described by the Companies Act 2006 S 540 and in the case of Borland’s Trustee v Steel Bros & Co Ltd  1 Ch 279?) • What is meant by 'nominal value' , 'share premium' and 'allotted at a discount‘ • Shares can be divided into classes, where would you find the power to do this • What are the three main classes of shares that you might find in a company? • Who allots shares and where might you find the power to allot? • What rights do shareholders have? • How may the rights attached to a class of shares be varied? • What did the court decide in White v Bristol Aeroplane  Ch 65
Allotment of Shares Can a company allot shares to its employees? Why might S171 be relevant in allotting shares? Howard Smith v Ampol Petroleum What was the issue in Hogg v Cramphorn. What are pre-emption rights? Can pre-emption rights be disapplied? Can a member freely transfer his or her shares? What is the relevance of Smith v Fawcett (1942)? What other restrictions might be used on transfer? Rayfield v Hands (1960)
Company Meetings • Types – who calls them – who attends • Rules of Meetings – role of chair • Proxy? • Type of resolutions – how are they passed • What do you need to hold meeting? • Charitable/political donations
Directors…. • Definition? • What was the decision in Re Sykes (Butchers) Ltd  1 BCLC 110? How does this case compare with Secretary of State for Trade and Industry v Tjolle  1 BCLC 333? • What is a shadow director? • How does Secretary of State for Trade and Industry v Laing  2 BCLC 324 affect the definition of a shadow director? • How are directors appointed? When is it possible to appoint an alternate director? • Are there any restrictions on who can be appointed as a director?
(More) Directors • How do directors exercise their power in Board Meetings? • What is the different between an executive director and a non-executive? • What is the role of a company secretary? • What do company auditors do?
Directors Duties - See Sections 171-177 CA 2006? • Acting within powers • Promoting success of the company? • Exercising independent judgement • Reasonable care, skill and diligence • Avoiding conflicts of interest • Not accepting benefits from 3rd parties • Declaring interest in proposed transactions
Capital Maintenance • Why maintain capital • Issuing new shares • Lending to someone to buy shares
Borrowing money and consequences • Debentures • Fixed/Floating charges • Crystallization • Registering Charges
Minority Shareholders • “Jello” • Common Law • Statute • The work today (O’Neill v Phillips)
What’s left? • Insolvency – overview • Winding up a company