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17 Cards in this Set
- Front
- Back
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Which two cases supports Majority Rule? |
Foss v Harbottle Rule Cooper v Gordon 'Society was founded on the submissions of the minority' |
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Where did the 'Internal management principle' and the 'Proper Claimant Principle' come from? |
LJ Davey , in regard to Foss v Harbottle. Outlined them in Burland. |
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Why do the courts like to follow the Foss V Harbottle Rule? |
Floodgates argument. Don't like to sort out business policy Majority Rule There are other settlement procedures available |
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What two types of protection do minority members have? |
Derivative actions and representative actions |
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What is the proper claimant principle? |
The claimant must be the company itself. Because the company is an incorporated body. |
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What is the exception to the proper claimant principle? |
Derivative Action. Under Section 260. Must be a breach of legislation or act of negligence by the director. |
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What is the exception the 'internal management principle'? |
Representative action. Pender v Lushington, Simpson v Westminster. Representative action can be bought about when there has been a problem regarding the the management of the company that has effect the rights of a member. |
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what is needed to bring a 260 claim? |
the interest in the claim must be vested in the company. the company must be a co defendant. a derivative claim can only be brought about when the the litigators of the company have decided not to sue. |
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What do section 261 to 264 outline> |
preliminary proceedings |
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name cases that can be used in a derivative claim under common law |
cook v deeks, daniels v daniels, ballie v oriental telephone |
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explain how the IA 1986 can be used as protection? |
Section 122, petition the court to wind up a company. (must have held shares for 6 months plus). The grounds for the winding up must be just and equitable. |
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Fraud cases for IA |
Brinsmead, London v County Coal |
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Deadlock |
Hiam v Ng Kee |
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Lack of probity |
Loch v john Blackwood |
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Constant disregard to act in the best interest of the company? |
Drysdale |
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If a company is successful then the claimant will need a strong case to petition for a winding up |
Cumberland LJ wilberforce |
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If you can't succeed in a 994 then a 122 won't succeed |
Guidzone |
