Company law has two main functions: to ensure those managing companies act well, and to prevent majority shareholders abusing minority shareholders. UK company law carries out both functions well. Discuss.
You should analyze each sentence and talk about its accuracy and then clarify your position whether you agree that UK company law carries out both or not and why do you think so.
I attached a lot of resources here for you to cite and use it for research. You must talk about ‘limited liability’, process of forming a company, the enforcement of directors’ duties, minority shareholder, profit maximization, CRS/Stakeholding by companies, Directors duty to promote success of the company, Avoiding conflict of interests, Enforcing directors duties, minority shareholder protection, using contract in protecting minorities, statutory minority protection in the UK (the buy out remedies).
I provided some resources for you but you should use acts, primary and secondary resources as well as legislation in order to support the argument and content. YOU HAVE TO FOLLOW OSCOLA referencing system. It is so crucial.
The limit is 3.000 words and it must not exceed fro 3.200 words. And not less than 2.850 words with not counting citations, footnotes and bibliography.
You should also use at least 70 resources for citation. Here I provided some for you. You also must provide at least four data and data chart in the research in order to make a more numerical and precise. It is a must.
Sources:
1- Minority Protection;
O' Neill v Phillips (Re a Company No. 00709 of 1992) [1999] 2 BCLC 1 (H of L) Hawkes v Cuddy (No 2) [2008] BCC 390.
Other remedies; IA 1986 s.125. …….. s.994 alternative remedy: Re Woven Rugs Ltd [2008] BCC 908.
The buy out; the advantages of this kind of remedy:
Grace v Biagioli [2006] BCC 85.
Re a company (No 004377 of 1986) (1987) BCLC 94 O' Neill v Phillips (Re a Company No. 00709 of 1992) [1999] 2 BCLC 1 (H of L)
Virdi v. Abbey Leisure (1990) BCLC 342.
Re a company ex p Holden (1991) BCLC 597
But compare:
O' Neill v Phillips (Re a Company No. 00709 of 1992) [1999] 2 BCLC 1 (H of L) Fulham FC v Richards [2011] EWCA Civ 855
Riley: Contracting out of Company Law: Section 459 of the Companies Act 1985 and the Role of the Courts' (1992) MLR 782 (For criticisms of Riley, see R Goddard, ‘Enforcing the Hypothetical
Bargain: sections 459-461 of the Companies Act 1985’ (1999) 20 Company Lawyer 66).
A.J.Boyle, ‘O’Neill v Phillips: Unfair Prejudice in the House of Lords’ (2000) 21 Company Lawyer 253.
Law Commission Report No.246, Shareholder Remedies, parts 3 and 4.
J.Payne, ‘Shareholder Remedies Reassessed’ [2004] Modern Law Review 500
J.Mukwiri, Using Section 459 as an Instrument of Oppression? (2004) 25 Company Lawyer 282
Important; CA 2006: s33 Effect of company’s constitution Hickman v Kent or Romney Marsh SheepBreeders' Assoc. [1915] 1 Ch. 881.
o Pender v Lushington (1877) 6 Ch.D 70 Important; (H.Hansmann, ‘Corporation and Contract’ (2006) 8 American Law and Economics Rev. 1)
Salmon v Quin &Axtens [1909] 1 Ch 311 (affd. [1909] AC 442).
2- Enforcing directors duties
Keay and J. Loughrey, “Something Old, Something New, Something Borrowed : A Analysis of the New Derivative Action Under the CA 2006” (2008) 124 LQR 469 ‘Litigation culture and the new stat. derivative claim’ (2009) 30 The Company Lawyer 205.
‘reflective loss 39;; Johnson v Gore Wood [2001] 1 All E.R.481 London and Suffolk v Breckland (1989) BCLC 100.
A Reisberg, Derivative Actions and Corporate Governance (Oxford: OUP, 2007)
A.Reisberg, ‘Derivative Claims Under the Companies Act 2006: Much Ado About
Nothing?’ available via Duo.
Kleanthous v Paphitis [2011] EWHC 2287 (available on Westlaw)
3- Avoiding conflict of interest
Regal (Hastings) Ltd. v. Gulliver [1942] 1 All ER 378
section 175 Companies Act 2006
IDC v Cooley [1972] 1 WLR 443
Bhullar v Bhullar [2003] BCLC 241
J.Lowry and R.Edmunds, ‘The Corporate Opportunity Doctrine: The Shifting Boundaries of
the Duty and its Remedies’ (1998) 61 Modern Law Review 515.
A.Keay, ‘The Authorising of Directors’ Conflicts of Interest: Getting a Balance? (2012) 12 J
of Corp Law Studies 129
O’Donnell v Shanahan [2009] EWCA Civ 751
P.Koh, ‘Once a Director, Always a Fiduciary’ [2003] 62 Cambridge Law Journal 403
4- Directors duty to promote the success of the company
John Kay, Obliquity: Why Our Goals Are Best Achieved Indirectly (Profile Books:
2010) esp. ch.3.
o Colin Mayer, Firm Commitment (2013, Oxford U Press) esp chs 8-10.
o M.M.Blair & L.Stout, ‘A Team Production Theory of Corporate Law’ [1999] 85
Virginia L.Rev.247
Section 172 of UK company law
Regentcrest plc v Cohen (2001) 2 BCLC 319
- Keay, " Enlightened shareholder value, the reform of the duties of company directors and the
corporate objective" [2006] Lloyds Maritime and Commercial Law Quarterly 335
5- director duty
- Keay, “Company Directors Behaving Poorly: Disciplinary Options for Shareholders”
[2007] JBL 656.
L.Stout, ‘On the proper motives of corporate directors’ (2003) 28 Delaware J.of Corporate
Law 1
D Ahern, ‘Directors' duties, dry ink, and the accessibility agenda’ (2012) Law Quarterly Review
114.
- Parker, ‘Directors' Duties Under the Companies Act 2006: Clarity or Confusion?’ (2013) 13
J.of Corporate L.Studies 1.
Section 17 and 171 of uk company law
Norman v Theodore Goddard (a firm) [1991] BCLC 1028,
– Re D'Jan of London Ltd; Copp v D'Jan [1994] 1 BCLC 561
S Bainbridge, The New Corporate Governance: In Theory and Practice (Oxford U Press, 2008)
Chapter 3 (upto page 126) (available electronically).
Section 168 of company law
Director's right to protest – s.169
- Bushell v Faith [1969] 2 Ch. 438;
- CA 2006 s.994 (formerly CA 1985, s.459) the ‘unfair prejudice’ regime:
6- limited liability, advantages and abuses
F.H.Easterbrook and D.R.Fischel, ‘Limited Liability and the Corporation’ (1985) 52 University of
Chicago Law Review 89; [this article is also available as chapter 2 of their book, The Economic
Structure of Corporate Law (1991)].
Kraakman et al, The Anatomy of Corporate Law (3 rd Edition) chapter 5.
Adams v Cape Industries [1990] Ch 433; and
Prest v Petrodel Resources Ltd [2013] 3 WLR
213 and 214 insolvency act of 1986
Keay AR, ‘Wrongful trading: problems and proposals’, Northern Ireland Legal
Quarterly, 65.1 (2014), 63-79
7- insolvency creditors
H.Hansmann and R.Kraakman, ‘Toward Unlimited Liability for Corporate Torts’ [1991] 100 Yale
LJ 1879 (upto 1909).
J Crowe, ‘Does Control Make a Difference? The Moral Foundations of Shareholder Liability
for Corporate Wrongs’ (2012) Modern Law Review 159-179.
Williams v. Natural Life Health Foods Ltd [1998] 1 BCLC 689
Stan. Chart. Bank v Pakistan Nat.Shipping Corp. [2003] 1All ER 173
Lubbe v Cape Industries Plc [2000] 1 WLR1545 [HL]
Chandler v Cape Plc [2012] 3 All E.R. 640 (CA)
M.Petrin, ‘Assumption of Responsibility in Corporate Groups: Chandler v Cape Plc’
[2013] 76 Mod.L.Rev 603
A.Sanger, ‘Crossing the corporate veil: the duty of care owed by a parent company to the
employees of its subsidiary’ (2012) Camb.L.J. 478.
