• Famous Law Cases
    Summary of Hadley v. Baxendale, 9 Exch. 341, 156 Eng. Rep. 145 (1854). Facts A shaft in Hadley’s (P) mill broke rendering the mill inoperable. Hadley hired Baxendale (D) to transport the broken mill shaft to an engineer in Greenwich so that he could make a duplicate. Hadley told Baxendale that the shaft...
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  • Shareholders Agreement
    rights of the existing shareholders. The significance of this agreement can be depicted through the cases given below: I. FOSS v. HARBOTTLE (UK, 1843) Context and Plea Richard Foss and Edward Starkie Turton were two minority shareholders in the "Victoria Park Company". The company had been set up in...
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  • Training
    Press 0521791065 - Minority Shareholders’ Remedies A. J. Boyle Excerpt More information 1 The rule in Foss v. Harbottle Introduction This chapter is concerned with the rule in Foss v. Harbottle.1 The chapter explores the historical origins and subsequent evolution of a rule whose principal effect...
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  • Oppression and Mismanagement
    minority shareholders should be protected from the unjust or unfair conduct of the majority shareholders. The restrictive character of the Rule in Foss v/s. Harbottle has led to the creation of statutory remedies for minority shareholders. The most impressive thing of this power is the permission to go to the...
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  • Muna vs Kumar
    Company Law Report – Case Conference | ABSTRACT – Rangers Ltd v Muna and Muna v Rangers Ltd | As a legal team I have been summoned to provide a case conference for both Muna and Ranger Ltd. My duty is to assist them on their legal rights and analyse relevant company law issues which are raised in...
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  • Case Law
    ------------------------------------------------- Foss v Harbottle Foss v Harbottle (1843) 67 ER 189 is a leading English precedent in corporate law. In any action in which a wrong is alleged to have been done to a company, the proper claimant is the company itself. This is known as "the rule in Foss v Harbottle", and the several...
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  • The Common Law Derivative Action in Hong Kong
    the CDA and the SDA. TABLE OF CONTENTS Abstract 2 Table of Contents 3 1. Introduction 5 1.1 The Facts of Foss v Harbottle Case 5 1.2 The Rules of Foss v Harbottle Case 5 1.3 The Common Law Derivative Action 6 1.4 The Drawbacks of the Common Law Derivative Action 7 1.5 Introduction...
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  • Company
    owned subsidiary Co.) Issue 1: Company as a separate legal entity from its owners. Main Authority for separate legal identity of a company: Salomon v Salomon (1897) – Give brief facts and implication of the case. provide a paragraph or two on the advantages and disadvantages of incorporation and...
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  • disneyland in hk
    Westlaw HK Delivery Summary Request made by : POLYU_IP 1 Request made on: Thursday, 15 March, 2012 at 12:35 HKT Content Type: > ... > Issue 29(11) Title : The statutory unfair prejudice remedy in Hong Kong: Part 3 Delivery selection: Current Document Number of documents...
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  • Company Law: Membership
    sale for an allotment of shares. iv) By taking a transfer from an existing member. v) By succeeding to shares on the death or bankruptcy of a member. The persons mentioned in (iii), (iv) and (v) above do not actually become members until their names are entered in the Register of Members...
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  • The Rule of Foss V/S Harbottle
    THE RULE OF FOSS V/S HARBOTTLE There are 2 elements present for this rule to happen. They are found in the case of Edwards v/s Halliwell. • It is the proper plaintiff in an action in respect of a wrong done to a company is prima facia the company itself. • Where the alleged wrong is a transaction...
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  • Legal And Regulatory Framework For FS 1
    -----------------P.8 2. Advise the minority shareholders whether they were entitled to sue under the ‘fraud on minority’ exception to Foss v Harbottle? ---------------------------------------------------------.-------------------------------P.9 Appendix----------------------------...
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  • Llm Synthesis
    CHAPTER VI SUMMARY, CONCLUSION AND RECOMMENDATIONS 6.0 SUMMARY This Research set out to critically examine the statutorily prescribed remedies for corporate maladministration under CAMA 2004, and by extension the soft remedy of corporate governance. Generally, activities of companies have an...
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  • Topic 9
    differences of opinion as to the extent of the obligations imposed on majority members as a result of duties being owed. For example, Lindley, M.R. in Allen v Gold Reefs of West Africa Ltd (1900) 1 Ch 656 held that the general meeting (majority members) when exercising the power to alter a company’s constitution...
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  • company law - case
    Case: Foss v Harbottle (1843) 2 Hare 461 Two shareholders of a company brought action against directors of the company for misapplication and improper use of the company’s property. The court held that as the injury complained of was injury to the company and not to the members. As such the members...
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  • Case Study: Company Law
    However Bev and Bob you can take representative action against the Anderson’s for fraud committed against you Bev and Bob as in the case Eastmanco. Ltd. V Greater London where they stultify the purpose for which the company was formed and deprive you the minority shareholder of your existing prospects of...
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  • Corporate Finance
    Company has a separate legal entity from its members, can sue or be sued on its own behalf. As illustrated in Foss v Harbottle (1843), the proper plaintiff is the company itself. In other words, directors have the power to decide whether or not to sue in protection of the company. However, very often...
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  • Company Law
    dishonest entrepreneurs to defraud creditors simply by incorporating their businesses. 2. Analyse the effect of the rule established in Foss v. Harbottle. To what extent are minority shareholders offered protection against unfair conduct by the majority and in what ways might a court intervene...
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  • Professional Liability
    of equity imposes a fiduciary duty where a person is in a special relationship of trust as in the case of the professional-client relationship. Frame v. Smith set out general rule for when fiduciary duty exists: (i) The fiduciary has scope for exercise of some of the discretion or power; (ii) The fiduciary...
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  • Case Laws for Commercial Laws
    LGEAL PERSONALITY Foss v Harbottle (1843) 67 ER 189 is a leading English precedent in corporate law. In any action in which a wrong is alleged to have been done to a company, the proper claimant is the company itself. This is known as "the rule in Foss v Harbottle", and the several important exceptions...
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