Company Law Problem Question Free Essays

string(173) " this chapter is the duty to act within their powers \(s171\), to promote the success of the company \(s172\) and to exercise reasonable care, skill and diligence \(s174\)\." Introduction The formation of a limited company and the management thereof is a complex set of legal principles contained in common law and statute. The fundamental basis of association between the members and directors of a company is one which is essentially based in contract[1] and as such the enforcement of decisions through the relative power of these stakeholders is primarily based on these articles, informed by legal principles contained in the common law and statute. The autonomy that limited liability affords a company is one of the associated benefits and as such, the courts are hesitant to enforce obligations which may directly undermine this principle. We will write a custom essay sample on Company Law Problem Question or any similar topic only for you Order Now With this in mind, the following opinion seeks to consider the legal issues surrounding the Articles of Association and the concerns raised by Bradley and the other shareholders of TLC. Thereafter, the opinion will consider the liability of TLC for the actions of the insolvent subsidiary companies, Better Built Homes Ltd. and Retirement Villas Ltd. 1. Tony Leicester and Articles of Association The law of companies in the United Kingdom has placed the power to run a company firmly within the hands of the directors of the company, however this does not preclude the powers of shareholders to affect certain decisions within the company.[2] Certain key concepts will be defined below in order to determine how the members may remove Tony Leicester as a director and technical consultant, as well as to change the name of the company. The role of members in a company has become increasingly passive as company law has developed and to this extent, there is the opinion that the powers of members has resorted to rubber-stamping recommendations of the directors.[3] Articles of Association The articles of association constitute the primary constitutional document between the members and the directors, which define the division of power between the two. The articles can be said to constitute a contract between the members of the company and the directors, and as a result orthodox rules of contractual interpretation are applied thereto. The courts have routinely taken a conservative approach to the interpretation of the articles of association and have consistently disallowed the reading in or amendment of the articles to reflect anything other than that which can be expressly interpreted from the wording thereof, regardless of any established intention to the contrary.[4] The intention of the members at the time of signature of the articles seems to be irrelevant for the purposes of interpreting and amending the articles, and therefore whether the members of TLC were in disagreement with the terms of the articles as drafted and amended by Tony Leicester is irrelevant for the purposes of rectification. The court has stated that it has no jurisdiction to rectify the articles in such an event.[5] This means that the court will not amend the articles, despite it having been the product of Tony Leicester exclusively. Common law principles of company law have also developed equally conservatively, with the court refusing to enforce any resolution by the members which disregards the terms of the articles themselves.[6] In Imperial Hydropathetic Hotel v Hampson refused to enforce a resolution of a general meeting to remove two directors in contrary to an article which afforded them a fixed tenure.[7] This applies equally to the power of members to overrule decisions by the directors with regards to the company’s business activities.[8] To this extent, any decision taken in contradiction of the articles will be dismissed. This approach by the court is subject to a number of exceptions contained in the Companies Act 2006. Although the Board of Directors wishes to remit the matter for adjudication in terms of Article 60, the shareholders do have some statutory power in terms of the appointment and regulation of the directors conduct and therefore, where these exceptions exist, the shareholders d o not necessarily have to comply with this directive. Changing the Name of TLC The ratio of Quin Axtens Ltd v Salmon[9] is analogous to the case of TLC, as the court granted an injunction against the progression of a business decision which required the unanimous support of the two directors, of which only one agreed and was supported by a resolution of the members in support thereof. To this extent therefore, the Articles of TLC are valid and no resolution by the members will have any effect to the extent that they are in contravention of the Articles themselves. Therefore, changing of the name of TLC cannot be effected without unanimous agreement by the shareholders and the allocation of shares will need the unanimous consent of all directors. In order to change the name of TLC therefore, the articles of association requiring unanimous consent from all shareholders will first need to be amended. Removal of Tony Leicester as Director of TLC With regards to Tony Leicester’s tenure as director of TLC, s168(1) of the Companies Act expressly states that â€Å"[a] company may by ordinary resolution at a meeting remove a director before the expiration of his period of office, notwithstanding anything in any agreement between it and him.† An ordinary resolution is one which requires a simple majority of the shareholders to pass the resolution.[10] Therefore, any term in the articles of association which disallows the removal of a director from office is not enforceable. The implication of this is that, despite the life-appointment of Tony Leicester as a director in the articles of association, the Companies Act expressly allows the removal of him from his office as a director by ordinary resolution. As Tony Leicester only holds 40% of the total shares of TLC, the remainder of the shareholders in agreement will constitute a simple majority and therefore can remove him from office by way of an ordinary resolution. Chapter 2 of the Companies Act 2006 describes the general scope and nature of the duties of a director. Included in this chapter is the duty to act within their powers (s171), to promote the success of the company (s172) and to exercise reasonable care, skill and diligence (s174). You read "Company Law Problem Question" in category "Essay examples" These duties are owed by a director of the company to the company. The scope of what constitutes the company was originally interpreted as including the shareholders only, however in recent years this debate has been extended to the broader group of stakeholders, which may include customers, suppliers and any group which may have an interest in the company.[11] Prior to recent codification of these duties in the statute, these were contained in the common law. As these duties are owed to a company, a company may bring an action against a director for breach of these duties. The Company’s Act provides a number of remedies in the case of breach of these duties, which include inter alia damages and restitution. Therefore, in addition to removing Tony Leicester as director, he may well face liability for any damages caused in his alcohol-fuelled outbursts. Dismissal of Tony Leicester as a Technical Consultant Directors are not automatically entitled to remuneration and generally, their conduct as an employee will be governed by their service contract.[12] Chapter 4 of the Companies Act provides the legal framework for application to these contracts and in the case of a service contract with a director, the provisions of Chapter 4 apply to all types of employment and therefore, Tony Leicester’s status as a consultant falls within the ambit of this provision. Section 188 specifically applies to directors whose contracts are longer than two years in duration, a provision which is application in the current case and further provides that the agreement must be made available to the shareholders for inspection. Importantly in the current case, s188 provides that a service contract with a director which is longer than 2 years in duration must be approved by the shareholders in a general meeting. In the absence of this approval, the contract is void and subject to termination with reasonab le notice. On application of this provision to Tony Leicester, his employment with TLC as a consultant can be terminated with reasonable notice if the shareholders in agreement do not approve his service contract. As this provision is designed to prevent abuse by directors of the power in this capacity, the terms of Article 58 providing for indefinite employment for Tony Leicester by TLC does not preclude the requirement for approval by the shareholders. Assuming therefore that Bradley and the other shareholders are in agreement of Tony Leicester’s unsuitability for employment in the company, his employment as a technical consultant with the company can be terminated. 2. Piercing the Corporate Veil: Liability for TLC and/or its Directors The critical issue of whether TLC or Bradley may be held liable for the transactions of Better Build Homes and Retirement Villas raises the question of the importance of limited liability and the exceptions to this rule of company law, known as piercing the corporate veil. The doctrine of separate legal personality still forms an essential cornerstone of company law in the United Kingdom. The doctrine protects the interests of shareholders allowing limited liability which is essential for the efficient running of corporations under the current legislation. Despite a number of exceptions to this doctrine in common law since its inception, these all follow a similar trend in purpose. The doctrine of separate legal personality was laid down in Solomon v Solomon where the court stated the importance of this doctrine as follows: â€Å"The company is at law a different person altogether from the subscribers to the Memorandum and, although it may be that after incorporation the business is precisely the same as it was before, and the same persons are managers, and the same hands receive the profits, the company is not in law the agent of the subscribers or the trustee for them. Nor are subscribers as members liable, in any shape or form, except to the extent and in the manner provided by the Act.†[13] Therefore, unless an act of the company or its directors fall within the ambit of certain exceptions a court will not pierce the corporate veil of limited liability. The application of this principle is equally important for protecting the members of a company in the advent of insolvency or liquidation. Both the legislature and the courts have recognized however that there are certain instances where the veil of corporate personality is used for improper purposes, particularly in the case of group structures as is the case with TLC. One of the notable exceptions is fraudulent trading, which is contained in s993 of the Companies Act 2006 and the Insolvency Act 1986 (s213 – 215). These provisions are aimed at attributing liability for carrying on business with the intention of defrauding creditors or any other fraudulent purpose. The common law principles of lifting the veil echo the provision of remedies in the case of improper business purposes and indicate that there must be some element of improper conduct in order to do so. Indeed, the courts have interpreted the landmark judgment of Adams v Cape Industries[14] to create three circumstances for piercing the veil. The court is entitled to pierce the veil of corporate personality where they are interpreting a statute or document requiring them to do so, where there are special circumstances which indicate that corporate personality is a facade for concealing the true facts and in application of the agency principle. On the facts of the case of TLC, it is clear that these exceptions do not apply and therefore based on the common law and statutory principles, the veil cannot be pierced on these principles alone. An area of development in current law however is piercing the corporate veil in the case of tortuous liability. The courts have held that in the case of personal injury, the veil of corporate personality may be lifted to attribute liability of a subsidiary company to the holding company.[15] Both the case of Lubbe and Connelly involved a cause of action which arose outside of the jurisdiction of the English Courts, but which was nonetheless heard in England because the interests of justice required it to be so. In both cases, it was found that the duty of care with respect to the health and safety of the employees extended to the parent company. In the case of Retirement Villas Ltd. therefore, these principles are analogous. Assuming that the elements of liability in tort are established, the courts will be willing to attribute liability for the defective construction of these houses to TLC. Despite the analogous principles between personal and commercial torts, the treatment of these issues in law is strikingly different. In the case of BBHs, this may arguably constitute a case of a commercial tort, as they are based on the negligent misstatements of Bradley in his capacity as director of TLC. In the case of Williams v Natural Life Health Foods, the House of Lords declined to pierce the corporate veil for a number of misstatements made by an employee to the claimant.[16] The House of Lords in this case stated that there would only be personal liability of a director or employee if the negligent misstatement had created reasonable reliance by the claimant on the assumption of personal liability by the director to create a special relationship. However, if the misstatements were made with the purposes of deceiving the claimant, then personal liability will ensue.[17] It stands to reason therefore that in order for Bradley to face personal liability for the claims made abo ut the BBH houses, it will need to be proven that either he intentionally deceived the claimants or that there was the creation of reasonable reliance according to the Williams principle.[18] There is no indication on the facts that Bradley took personal responsibility for the claims he made about the BBH houses and as such, it is unlikely that he will face personal liability for his negligent misstatements. In order to attribute liability to TLC for the commercial tort in this case, the principles established in Adams would need to apply. There is no indication on the facts that TLC would be liable on this principle as the misstatements made were by Bradley alone and there is no indication of a facade concealing the true facts creating fraudulent intent. Conclusion The potential legal issues facing TLC therefore seem to have a mixed result in terms of outcomes. It seems that with regards to the situation with Tony Leicester, they are able to remove him as a director and terminate his service contract. However with regards to changing the name of TLC, there will need to be an amendment of the articles of association to remove the requirement of unanimity between the shareholders. With regards to the potential liability for the negligent tortuous acts of the subsidiary companies, it is unlikely that Bradley or TLC will face liability for the BBH houses. TLC however will face liability for the personal injuries of the claimants against RVL, as there is significant precedent in the case of tortuous liability for personal injury and unfortunately for TLC, the health and safety standards creating a duty of care between the claimants and RVL is likely to extend to TLC as the parent company. This however assumes that the elements of tort required to es tablish liability are established by the claimants in the case. Bibliography Legislation Common Law Adams v Cape Industries plc [1990] Ch 433 Automatic Self-Cleaning Filter Syndicate Co Ltd v Cuninghame [1906] 2 Ch 34 Bratton Seymour Service Co Ltd v Oxborough [1992] BCLC 693 Connelly v RTZ Corporation plc [1997] UKHL 30 Daido Asia Japan Company Ltd v. Rothen [2001] EWHC Ch 163 Equitable Life Assurance Society v Hyman [2002] 1 AC 408 Imperial Hydropathetic Hotel Co, Blackpool v Hampson [1882] 23 Ch D 1 Lubbe v Cape Plc [2000] UKHL 41 Noel v Poland and another – [2001] All ER (D) 145 Quin Axtens Ltd v Salmon [1909] AC 442 Salomon v Salomon [1897] A.C. 22 at 51 Scott v Frank F Scott (London) Ltd [1940] Ch. 794 Williams v Natural Life Health Foods Ltd [1998] UKHL 17 Secondary Sources Blake Lapthorn Tarlo Lyons (2007) Directors Duties. [online] Available on: http://www.bllaw.co.uk/PDF/Corp_0308_Directors%20Duties%20website%2027-02-08.pdf [Accessed 3 March 2013] Drury, R. (1986) The Relative Nature of a Shareholder’s Right to Enforce the Company Contract. The Cambridge Law Journal, vol 45, issue 2, pp. 219 – 246 Sealy, L. Wothington. S. (2008) Cases Materials in Company Law. (9Ed) Oxford: Oxford University Press How to cite Company Law Problem Question, Essay examples

Company Law Problem Question Free Essays

string(173) " this chapter is the duty to act within their powers \(s171\), to promote the success of the company \(s172\) and to exercise reasonable care, skill and diligence \(s174\)\." Introduction The formation of a limited company and the management thereof is a complex set of legal principles contained in common law and statute. The fundamental basis of association between the members and directors of a company is one which is essentially based in contract[1] and as such the enforcement of decisions through the relative power of these stakeholders is primarily based on these articles, informed by legal principles contained in the common law and statute. The autonomy that limited liability affords a company is one of the associated benefits and as such, the courts are hesitant to enforce obligations which may directly undermine this principle. We will write a custom essay sample on Company Law Problem Question or any similar topic only for you Order Now With this in mind, the following opinion seeks to consider the legal issues surrounding the Articles of Association and the concerns raised by Bradley and the other shareholders of TLC. Thereafter, the opinion will consider the liability of TLC for the actions of the insolvent subsidiary companies, Better Built Homes Ltd. and Retirement Villas Ltd. 1. Tony Leicester and Articles of Association The law of companies in the United Kingdom has placed the power to run a company firmly within the hands of the directors of the company, however this does not preclude the powers of shareholders to affect certain decisions within the company.[2] Certain key concepts will be defined below in order to determine how the members may remove Tony Leicester as a director and technical consultant, as well as to change the name of the company. The role of members in a company has become increasingly passive as company law has developed and to this extent, there is the opinion that the powers of members has resorted to rubber-stamping recommendations of the directors.[3] Articles of Association The articles of association constitute the primary constitutional document between the members and the directors, which define the division of power between the two. The articles can be said to constitute a contract between the members of the company and the directors, and as a result orthodox rules of contractual interpretation are applied thereto. The courts have routinely taken a conservative approach to the interpretation of the articles of association and have consistently disallowed the reading in or amendment of the articles to reflect anything other than that which can be expressly interpreted from the wording thereof, regardless of any established intention to the contrary.[4] The intention of the members at the time of signature of the articles seems to be irrelevant for the purposes of interpreting and amending the articles, and therefore whether the members of TLC were in disagreement with the terms of the articles as drafted and amended by Tony Leicester is irrelevant for the purposes of rectification. The court has stated that it has no jurisdiction to rectify the articles in such an event.[5] This means that the court will not amend the articles, despite it having been the product of Tony Leicester exclusively. Common law principles of company law have also developed equally conservatively, with the court refusing to enforce any resolution by the members which disregards the terms of the articles themselves.[6] In Imperial Hydropathetic Hotel v Hampson refused to enforce a resolution of a general meeting to remove two directors in contrary to an article which afforded them a fixed tenure.[7] This applies equally to the power of members to overrule decisions by the directors with regards to the company’s business activities.[8] To this extent, any decision taken in contradiction of the articles will be dismissed. This approach by the court is subject to a number of exceptions contained in the Companies Act 2006. Although the Board of Directors wishes to remit the matter for adjudication in terms of Article 60, the shareholders do have some statutory power in terms of the appointment and regulation of the directors conduct and therefore, where these exceptions exist, the shareholders d o not necessarily have to comply with this directive. Changing the Name of TLC The ratio of Quin Axtens Ltd v Salmon[9] is analogous to the case of TLC, as the court granted an injunction against the progression of a business decision which required the unanimous support of the two directors, of which only one agreed and was supported by a resolution of the members in support thereof. To this extent therefore, the Articles of TLC are valid and no resolution by the members will have any effect to the extent that they are in contravention of the Articles themselves. Therefore, changing of the name of TLC cannot be effected without unanimous agreement by the shareholders and the allocation of shares will need the unanimous consent of all directors. In order to change the name of TLC therefore, the articles of association requiring unanimous consent from all shareholders will first need to be amended. Removal of Tony Leicester as Director of TLC With regards to Tony Leicester’s tenure as director of TLC, s168(1) of the Companies Act expressly states that â€Å"[a] company may by ordinary resolution at a meeting remove a director before the expiration of his period of office, notwithstanding anything in any agreement between it and him.† An ordinary resolution is one which requires a simple majority of the shareholders to pass the resolution.[10] Therefore, any term in the articles of association which disallows the removal of a director from office is not enforceable. The implication of this is that, despite the life-appointment of Tony Leicester as a director in the articles of association, the Companies Act expressly allows the removal of him from his office as a director by ordinary resolution. As Tony Leicester only holds 40% of the total shares of TLC, the remainder of the shareholders in agreement will constitute a simple majority and therefore can remove him from office by way of an ordinary resolution. Chapter 2 of the Companies Act 2006 describes the general scope and nature of the duties of a director. Included in this chapter is the duty to act within their powers (s171), to promote the success of the company (s172) and to exercise reasonable care, skill and diligence (s174). You read "Company Law Problem Question" in category "Essay examples" These duties are owed by a director of the company to the company. The scope of what constitutes the company was originally interpreted as including the shareholders only, however in recent years this debate has been extended to the broader group of stakeholders, which may include customers, suppliers and any group which may have an interest in the company.[11] Prior to recent codification of these duties in the statute, these were contained in the common law. As these duties are owed to a company, a company may bring an action against a director for breach of these duties. The Company’s Act provides a number of remedies in the case of breach of these duties, which include inter alia damages and restitution. Therefore, in addition to removing Tony Leicester as director, he may well face liability for any damages caused in his alcohol-fuelled outbursts. Dismissal of Tony Leicester as a Technical Consultant Directors are not automatically entitled to remuneration and generally, their conduct as an employee will be governed by their service contract.[12] Chapter 4 of the Companies Act provides the legal framework for application to these contracts and in the case of a service contract with a director, the provisions of Chapter 4 apply to all types of employment and therefore, Tony Leicester’s status as a consultant falls within the ambit of this provision. Section 188 specifically applies to directors whose contracts are longer than two years in duration, a provision which is application in the current case and further provides that the agreement must be made available to the shareholders for inspection. Importantly in the current case, s188 provides that a service contract with a director which is longer than 2 years in duration must be approved by the shareholders in a general meeting. In the absence of this approval, the contract is void and subject to termination with reasonab le notice. On application of this provision to Tony Leicester, his employment with TLC as a consultant can be terminated with reasonable notice if the shareholders in agreement do not approve his service contract. As this provision is designed to prevent abuse by directors of the power in this capacity, the terms of Article 58 providing for indefinite employment for Tony Leicester by TLC does not preclude the requirement for approval by the shareholders. Assuming therefore that Bradley and the other shareholders are in agreement of Tony Leicester’s unsuitability for employment in the company, his employment as a technical consultant with the company can be terminated. 2. Piercing the Corporate Veil: Liability for TLC and/or its Directors The critical issue of whether TLC or Bradley may be held liable for the transactions of Better Build Homes and Retirement Villas raises the question of the importance of limited liability and the exceptions to this rule of company law, known as piercing the corporate veil. The doctrine of separate legal personality still forms an essential cornerstone of company law in the United Kingdom. The doctrine protects the interests of shareholders allowing limited liability which is essential for the efficient running of corporations under the current legislation. Despite a number of exceptions to this doctrine in common law since its inception, these all follow a similar trend in purpose. The doctrine of separate legal personality was laid down in Solomon v Solomon where the court stated the importance of this doctrine as follows: â€Å"The company is at law a different person altogether from the subscribers to the Memorandum and, although it may be that after incorporation the business is precisely the same as it was before, and the same persons are managers, and the same hands receive the profits, the company is not in law the agent of the subscribers or the trustee for them. Nor are subscribers as members liable, in any shape or form, except to the extent and in the manner provided by the Act.†[13] Therefore, unless an act of the company or its directors fall within the ambit of certain exceptions a court will not pierce the corporate veil of limited liability. The application of this principle is equally important for protecting the members of a company in the advent of insolvency or liquidation. Both the legislature and the courts have recognized however that there are certain instances where the veil of corporate personality is used for improper purposes, particularly in the case of group structures as is the case with TLC. One of the notable exceptions is fraudulent trading, which is contained in s993 of the Companies Act 2006 and the Insolvency Act 1986 (s213 – 215). These provisions are aimed at attributing liability for carrying on business with the intention of defrauding creditors or any other fraudulent purpose. The common law principles of lifting the veil echo the provision of remedies in the case of improper business purposes and indicate that there must be some element of improper conduct in order to do so. Indeed, the courts have interpreted the landmark judgment of Adams v Cape Industries[14] to create three circumstances for piercing the veil. The court is entitled to pierce the veil of corporate personality where they are interpreting a statute or document requiring them to do so, where there are special circumstances which indicate that corporate personality is a facade for concealing the true facts and in application of the agency principle. On the facts of the case of TLC, it is clear that these exceptions do not apply and therefore based on the common law and statutory principles, the veil cannot be pierced on these principles alone. An area of development in current law however is piercing the corporate veil in the case of tortuous liability. The courts have held that in the case of personal injury, the veil of corporate personality may be lifted to attribute liability of a subsidiary company to the holding company.[15] Both the case of Lubbe and Connelly involved a cause of action which arose outside of the jurisdiction of the English Courts, but which was nonetheless heard in England because the interests of justice required it to be so. In both cases, it was found that the duty of care with respect to the health and safety of the employees extended to the parent company. In the case of Retirement Villas Ltd. therefore, these principles are analogous. Assuming that the elements of liability in tort are established, the courts will be willing to attribute liability for the defective construction of these houses to TLC. Despite the analogous principles between personal and commercial torts, the treatment of these issues in law is strikingly different. In the case of BBHs, this may arguably constitute a case of a commercial tort, as they are based on the negligent misstatements of Bradley in his capacity as director of TLC. In the case of Williams v Natural Life Health Foods, the House of Lords declined to pierce the corporate veil for a number of misstatements made by an employee to the claimant.[16] The House of Lords in this case stated that there would only be personal liability of a director or employee if the negligent misstatement had created reasonable reliance by the claimant on the assumption of personal liability by the director to create a special relationship. However, if the misstatements were made with the purposes of deceiving the claimant, then personal liability will ensue.[17] It stands to reason therefore that in order for Bradley to face personal liability for the claims made abo ut the BBH houses, it will need to be proven that either he intentionally deceived the claimants or that there was the creation of reasonable reliance according to the Williams principle.[18] There is no indication on the facts that Bradley took personal responsibility for the claims he made about the BBH houses and as such, it is unlikely that he will face personal liability for his negligent misstatements. In order to attribute liability to TLC for the commercial tort in this case, the principles established in Adams would need to apply. There is no indication on the facts that TLC would be liable on this principle as the misstatements made were by Bradley alone and there is no indication of a facade concealing the true facts creating fraudulent intent. Conclusion The potential legal issues facing TLC therefore seem to have a mixed result in terms of outcomes. It seems that with regards to the situation with Tony Leicester, they are able to remove him as a director and terminate his service contract. However with regards to changing the name of TLC, there will need to be an amendment of the articles of association to remove the requirement of unanimity between the shareholders. With regards to the potential liability for the negligent tortuous acts of the subsidiary companies, it is unlikely that Bradley or TLC will face liability for the BBH houses. TLC however will face liability for the personal injuries of the claimants against RVL, as there is significant precedent in the case of tortuous liability for personal injury and unfortunately for TLC, the health and safety standards creating a duty of care between the claimants and RVL is likely to extend to TLC as the parent company. This however assumes that the elements of tort required to es tablish liability are established by the claimants in the case. Bibliography Legislation Common Law Adams v Cape Industries plc [1990] Ch 433 Automatic Self-Cleaning Filter Syndicate Co Ltd v Cuninghame [1906] 2 Ch 34 Bratton Seymour Service Co Ltd v Oxborough [1992] BCLC 693 Connelly v RTZ Corporation plc [1997] UKHL 30 Daido Asia Japan Company Ltd v. Rothen [2001] EWHC Ch 163 Equitable Life Assurance Society v Hyman [2002] 1 AC 408 Imperial Hydropathetic Hotel Co, Blackpool v Hampson [1882] 23 Ch D 1 Lubbe v Cape Plc [2000] UKHL 41 Noel v Poland and another – [2001] All ER (D) 145 Quin Axtens Ltd v Salmon [1909] AC 442 Salomon v Salomon [1897] A.C. 22 at 51 Scott v Frank F Scott (London) Ltd [1940] Ch. 794 Williams v Natural Life Health Foods Ltd [1998] UKHL 17 Secondary Sources Blake Lapthorn Tarlo Lyons (2007) Directors Duties. [online] Available on: http://www.bllaw.co.uk/PDF/Corp_0308_Directors%20Duties%20website%2027-02-08.pdf [Accessed 3 March 2013] Drury, R. (1986) The Relative Nature of a Shareholder’s Right to Enforce the Company Contract. The Cambridge Law Journal, vol 45, issue 2, pp. 219 – 246 Sealy, L. Wothington. S. (2008) Cases Materials in Company Law. (9Ed) Oxford: Oxford University Press How to cite Company Law Problem Question, Essay examples

The Hobbit Essays (761 words) - The Hobbit, New Zealand Films

The Hobbit The Hobbit By J.R.R. Tolkien Don't judge a book by its cover. This famous phrase can very well be applied to the hobbit a small human like creature that goes along with 13 dwarves and a wizard. The wizard, Gandalf, has total faith in the little hobbit knowing full well that when the time comes he will serve the dwarves quite well. He does this with the help of a ring that makes him invisible. He saves the dwarves from evil spiders that wish to eat them. Uses it to help them escape the clutches of elves that would keep them in their clutches for some time. And to find out the weakness of an evil dragon bent on destroying all those opposing him. Our little hobbit friend is quite an extraordinary little fellow compared to many who probably would have run off the first chance they had, and he proves himself by being brave. He doesn't just think about saving his own hide, but all the dwarves as well. Bilbo Baggins, that is the name of our hero, finds a ring on the floor of a cave; little does he know that this will save he and his friends many a time. Giant spiders capture him and his friends as they are passing through the woods. He first kills the spider that is trying to eat him with his sword. After which he puts on his ring of invisibility and taunts the spiders into following him away from his friends. He then doubles back and cuts his friends out of their respective webs. After that there is a long battle the spiders venom had weakened the dwarves almost to a point that they couldn't stand. So Bilbo had to do most of the fighting. He saved his friends. They get away and all live happily ever after? right? No there will be more danger this is only the beginning. After all of Bilbo's friends are saved elves capture them. It is a good thing Bilbo has his ring on. He follows the elves and gets into the place in which they are captured. He then hatches a plan to save them. He has to steal a key when there is a large banquet happening so as most of the elves are busy, then he must release his friends and stow them away in barrels that are to be sent down the river having been used. Now this sounds like a difficult task but not for our friend Bilbo who is very adept at getting out of tight situations. He releases his friends much to all the elves dismay. Then after all the trouble you would think the rest to be a walk in the park. It is just not that easy. Now they must face a dragon, to claim the treasure they were after from the beginning. Bilbo goes into the dragon's cave silently and invisibly but the dragon has an astute sense of smell! Bilbo has been caught. However not completely caught because the dragon can still not see him. So Bilbo talks the dragon into seeing his underbelly, knowing full well that every dragon has a weak spot on the bottom of their stomachs. The dragon's pretentious nature makes him believe he has no weak spot, so he shows his stomach. There it is a small space of un-armored stomach. He has gotten what he came for and starts to leave the dragon hears this and becomes enraged flying in the direction of the sound and almost burns poor Bilbo alive. But he escapes. The dragon still enraged flies out and wrecks the entrance the dwarves and Bilbo came in after which he goes to try and destroy a town that the dragon concluded had aided Bilbo but word of the dragons weak spot had already been received by one in th e village. He takes his arrow aims and fires it straight into the dragon's heart killing it in mid air. Now that the dragon is dead the travelers are free to claim the treasure, but not before a Great War with humans, elves, and dwarves on one side. Wargs (evil wolves), and goblins on the other. The travelers survive most

How to Make a Kids Scientist Halloween Costume

How to Make a Kid's Scientist Halloween Costume A scientist Halloween costume is not only very cool, but also easy to make and either free or else inexpensive. Scientist Costume Ideas To make a lab coat, cut a plain white cotton t-shirt or undershirt up the middle (they are knit so they wont unravel).Glasses are always a nice science-y touch. Unless you really wear glasses, you may want to just set them low on your nose and look intelligent peering over them. Try reading glasses, sunglasses, wacky glasses, or safety goggles.You can make a construction paper geeky bow tie, which can be attached to a shirt or lab coat with a safety pin or paper clip.Scientists may or may not wear bow ties, but they do use calculators. If your lab coat has a pocket, stuff it full of pens and a calculator.Use some styling mousse to give your hair that Im too busy thinking science thoughts to comb my hair look. You can spike your hair if you want more of an Ive just been electrocuted look. Zany colors work, too.Print a lab safety symbol and attach it to the lab coat with a safety pin or even double-stick tape. The radioactive symbol is classic, but the biohazard symbol is also quite ni ce. Looking for something a bit more unusual? Try the ionizing radiation or chemical weapon symbol. Dont forget props! This could be a beaker (or glass) filled with dyed water and a bit of dry ice to make a secret, bubbling potion. You could carry a stuffed rat or microbe. A calculator or stopwatch is appropriate, too.

Learn to Code in 3 Months With Harvards Online Courses

Learn to Code in 3 Months With Harvard's Online Courses Harvard’s â€Å"Introduction to Computer Science† course is widely regarded as the best computer science course online and serves as a rigorous starting point for thousands of online students every year. Plus, the course is flexible: there’s an option for you whether you just want to look around, are dedicated to completing every assignment, or want to earn transferable college credit. Here’s some straight talk: â€Å"Introduction to Computer Science† is hard. It’s designed for students without previous computer programming experience, but it’s no walk in the park. If you enroll, you can expect to spend 10-20 hours on each of the nine project sets in addition to completing a complex final project. But, if you can dedicate the effort required, you’ll gain tangible skills, have a much more in-depth understanding of computer science and develop a better sense of whether or not this is a field you want to pursue.   Ã‚   Introducing Your Professor, David Malan The course is taught by David Malan, an instructor at Harvard University. Before creating the course and teaching at Harvard, David was the Chief Information Officer for Mindset Media. All of David’s Harvard courses are offered as OpenCourseWare – at no cost to the interested public. The primary instruction in â€Å"Introduction to Computer Science† is delivered through David’s videos, which are professionally filmed and often use screens and animation to get the point across. Fortunately, David is both concise and charismatic, making the videos an easy watch for students. (No dry, 2-hours-behind-a-podium lectures here). What You’ll Learn As an introductory course, you’ll learn a little bit of everything. The curriculum is broken down into twelve weeks of intense learning. Each weekly lesson includes an informational video from David Malan (generally filmed with a live student audience). There are also walkthrough videos, in which David directly demonstrates coding processes. Study session review videos are available for students that may be less comfortable with the material and need additional instruction in order to complete the problem sets. Videos and transcripts of videos can be downloaded and watched at your convenience. Lessons introduce students to: binary, algorithms, Boolean expressions, arrays, threads, Linux, C, cryptography, debugging, security, dynamic memory allocation, compiling, assembling, File I/O, hash tables, trees, HTTP, HTML, CSS, PHP, SQL, JavaScript, Ajax, and dozens of other topics. You won’t finish the course as a fluent programmer, but you’ll have a solid understanding of how programming languages work. What You’ll Do One of the reasons â€Å"Introduction to Computer Science† has been so successful is that it gives students the opportunity to apply what they’re learning while they’re learning it. In order to complete the course, students must successfully finish 9 problem sets. Students begin creating simple programs from the very first week. The instructions for completing the problem sets are extremely detailed and even feature extra help videos from past students (proudly wearing their black â€Å"I took CS50† t-shirts for solidarity with the currently-struggling). The final requirement is a self-guided project. Students can choose to create any type of software using the skills and programming languages they’ve learned throughout the course. Enrolled students submit their final project to an online fair – after the class is over, projects are shared through a website for peers to see what everyone else has been up to. Students needing extra assistance can work with Harvard tutors online for $50 an hour. Did You Want a Certificate With That? Whether you just want to take a peek at the course or want to earn college credit, â€Å"Introduction to Computer Science† has an option to help you get started coding. EdX is the easiest way to access course materials at your own pace. You can sign up for free to audit the course, with full access to videos, instructions, etc. You can also opt to donate $90 or more for a Verified Certificate of Achievement upon completion of all coursework. This can be listed on a resume or used in a portfolio, but will not give you college credit. You can also view course materials on CS50.tv, YouTube, or iTunes U. Alternatively, you can take the same online course through Harvard Extension School for about $2050. Through this more traditional online program, you will enroll with a cohort of students during the Spring or Fall semester, meet deadlines, and earn transferable college credit upon completion of the course.

Impaired Nurse Essay Example | Topics and Well Written Essays - 250 words

Impaired Nurse - Essay Example This has led to them developing a close relationship as coworkers. They therefore often meet after work for cocktails (Scott, 2010). Her friends consider her therefore to be the â€Å"life of the party†. This could be attributed to her drinking. The same friends she drinks with believe she is in the edge of a problematic behavior. Unfortunately none of the friends have considered to mention this to her. It is known that this could compromise her personal safety (impaired driving) (Naegle, 1998). With her friends considering her to be fun to be around with, they dare not help her hence the partying will continue. She is known to be an excellent nurse and at the same time a hardworking person (Scott, 2010). She even volunteers for extra shifts during her extra free time. The research from the journal shows also that 18 million Americans suffer from alcohol abuse. History also shows that this huge numbers of persons suffering from alcoholism have family history with problems of drinking. The exact number of nurses who abuse alcohol is not known. But, a big number of professional nurses assumed to have a problem with drinking is 6 to 10 percent (Naegle, 1998). This problem has led to the nurses been impaired. In the end the patient have to fear for their own well being while the nurses need intervention to protect them from inflicting personal

New Slide Footwear Company Assignment Example | Topics and Well Written Essays - 1000 words

New Slide Footwear Company - Assignment Example These are classified as fixed and variable cost: Where, fixed costs are those that remain constant regardless of production, while variable costs will vary with the production (Khan & Jain, 2008; Peavler, 2011). In practice, we have established all the fixed cost as rent and maintenance, while variable costs as wages, materials, utilities and other expenses. This will ensure that we make accurate decisions in preparing all the financial documents for New Slide Footwear Company (Shim & Joel, 2008). On the other hand, revenue assumptions for the proposed business include the pricing of the new product and potential sales during the operations. . As such, we arrived at our unit pricing through conducting an intensive market research that considered several factors such as, the potential target market, cost of materials, forecasted market share and other market pricing values used by existing competitors (FMAG, 2011). Therefore, these assumptions enabled us to prepare relevant financial documents as observed in the following sections. Marginal Costing Cost Statement. Marginal costing cost statement is a document used in marginal costing to create a platform for making all the cost and revenue assumptions (Globusz, 2001). It is a basic document that is useful in preparing financial documents such as the cash flow budget, forecast income statement, and forecast balance sheet.... It is a basic document that is useful in preparing financial documents such as the cash flow budget, forecast income statement, and forecast balance sheet (Kotler, 2000; Shim & Joel, 2008). Table 1 below represents the cost statement for the proposed business venture. Table 1: Marginal Costing Cost Statement for New Slide Footwear Company. Particulars Per Unit Per 12 Months Sales ? ? ? ? Number of Units 100,000 Sales 22.00 2,200,000 Variable Costs Direct Materials 5.06 506,000 Direct Labor 1.12 112,000 Direct Overheads 3.06 306,000 Total Marginal Cost 12.76 1,276,000 Contribution 9.24 924,000 Fixed Costs 5.06 506,000 Net Profit 4.18 418,000 The costing statement shows that the venture will have a contribution margin of ?9.24 per unit of New Slide sports shoes, which reflects to ?924,000 for the first 12 months of operation. The business will generate ?418,000 worth of net profit, after selling the first 100,000 units, which is 19% of the sales value for the whole year. After adjustme nts, the fixed costs for the venture will amount to approximately ?506,000. 3.0 Break Even Analysis. Breakeven analysis is an efficient method used in by business managers in making appropriate decision for shaping the future of a business venture (Globusz, 2001). Precisely, breakeven analysis establishes the breakeven point (BEP), which is the point where an investment recovers its investment but does not incur any profits or losses (Frongello, n.d; Kotler, 2000). The following table gives the breakeven data for the proposed venture. Table 2: Break Even Table for New Slide Footwear Company. Sales Sales Variable Contribution Fixed Total Net Units Revenue ? Cost ? Margin ?