Study in the center of madrid and take advantage of

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• STUDY IN THE CENTER OF MADRID AND TAKE ADVANTAGE OF THE UNIQUE OPPORTUNITIES THAT THE CAPITAL OF SPAIN OFFERS • PROPEL YOUR EDUCATION BY EARNING A DOUBLE DEGREE THAT BEST SUITS YOUR PROFESSIONAL GOALS • STUDY A SEMESTER ABROAD AND BECOME A GLOBAL CITIZEN WITH THE BEYOND BORDERS EXPERIENCE 93% OF MIM STUDENTS ARE WORKING IN THEIR SECTOR 3 MONTHS FOLLOWING GRADUATION
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BUSINESS ORGANISATIONS AND AGENCY 421 MEMBERS’ POWERS AND THE PROTECTION OF MINORITIES In Re a Company (No. 008699 of 1985 ) [1986] 2 BCC 99023; [1986] 1 WLR 281 , there were two rival bids for the takeover of a company. The chairman of a company on behalf of the board of directors deliberately misled the shareholders into accepting the lower bid made by a company of which the directors were promoters by falsely claiming that the higher bid would not succeed. This meant the shareholders sold their shares at a much lower price. Shareholders with 29% of the shares sued for unfair prejudice. It was held that the conduct of the directors was unfairly prejudicial. Where persons who are both directors and shareholders pay themselves excessive remuneration but do not pay dividends to other shareholders who are not directors even though there was no other use for the company’s retained profits, this will be unfairly prejudicial to these shareholders. Maidment v Attwood [2013] EWCA Civ 998 – M was a minority shareholder in a company of which the defendant (A) was the major shareholder and sole director. M alleged that A paid himself excessive remuneration at a time when the company was making substantial losses, used the company’s trading name for free in a private business, and sold the company’s trading name at an undervalue. It was held (by the Court of Appeal) that the defendant had acted in a manner prejudicial to the interest of the claimant and was liable to account to him for the losses he and the company had suffered. In Irvine v Irvine [2006] EWHC 1875; [2006] All ER 329 , it was held that the payment to himself of excessive remuneration by a majority shareholder/director amounted to unfair prejudice . In Rodliffe v Rodliffe & Another [2012] EWHC 917, there were a finding of unfair prejudice by majority shareholders/directors because of violence and breakdown in working relationship. However, mere mismanagement of the company, poor corporate judgement by the directors due to incompetence does not amount to unfairly prejudicial conduct, or trivial or technical infringement of the articles would not amount to unfairly prejudicial conduct. Moreover, outsider interests unconnected to rights of membership are not covered by the provision on unfair prejudice. Download free eBooks at bookboon.com
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BUSINESS ORGANISATIONS AND AGENCY 422 MEMBERS’ POWERS AND THE PROTECTION OF MINORITIES In O’Neil v. Phillips [1999] UKHL 24, O was the acting MD of a company. The owner of the company gave him 25% of the shares and promised that if certain targets were met, O would be given 50% of the company’s shares and 50% of the profits. These promises were not covered by any contract. When the company began to do badly, the owner took
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