Re bugle press 1961 ch 270 the majority shareholders

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Re Bugle Press [1961] Ch. 270 – The majority shareholders in BP (90%) tried to use their power to force the holder of the remaining 10% of the company’s shares to sell their shares. Under the Companies Act, where there is a take-over bid for a company and holders of 90% of the shares agree to it, the bidding company can compulsorily purchase the shares of the unwilling members. The two major shareholders in BP formed a company and used it to launch a bid for the take-over and compulsory purchase of the minority shares. It was held that the bidding company was the same as the major shareholders of BP. The bid was therefore a fraudulent attempt forcefully to take the shares of the minority shareholder of the company. Download free eBooks at bookboon.com
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BUSINESS ORGANISATIONS AND AGENCY CORPORATE PERSONALITY 376 20.5.4 WHERE A PLC HAS ONE MEMBER OR NO TRADING CERTIFICATE Where a public company operates with less than the statutory minimum of two members for more than six months, the person responsible for carrying on the business with that deficiency may be personally liable for losses or debts incurred in that period. Similarly, where a plc commences business without a trading certificate, the members responsible for such trading may be held personally liable for any debts incurred or losses suffered by the company. 20.5.5 WHERE DIRECTORS ARE INVOLVED IN FRAUDULENT OR WRONGFUL TRANSACTIONS Under sections 213 and 214 Insolvency Act 1986 , company directors could be held personally responsible for fraudulent or wrongful acts they commit during their company’s insolvency. In Edgington v Fitzmaurice [1885] 29 Ch D 459 (CA) , directors of a company made fraudulent misrepresentations in the company’s prospectus, thereby inducing investors to buy its shares. Shortly after the share allotments, the company became insolvent. The directors were held liable for deceit. Download free eBooks at bookboon.com Click on the ad to read more Visit us and find out why we are the best! Master’s Open Day: 22 February 2014 Join the best at the Maastricht University School of Business and Economics! Top master’s programmes • 33 rd place Financial Times worldwide ranking: MSc International Business • 1 st place: MSc International Business • 1 st place: MSc Financial Economics • 2 nd place: MSc Management of Learning • 2 nd place: MSc Economics • 2 nd place: MSc Econometrics and Operations Research • 2 nd place: MSc Global Supply Chain Management and Change Sources: Keuzegids Master ranking 2013; Elsevier ‘Beste Studies’ ranking 2012; Financial Times Global Masters in Management ranking 2012 Maastricht University is the best specialist university in the Netherlands (Elsevier)
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BUSINESS ORGANISATIONS AND AGENCY 377 CORPORATE PERSONALITY Similarly, in Standard Chartered Bank v Pakistan National Shipping Corp [2002] BCC 846 (HL) , a director who signed and issued a fraudulent bill of lading in order to rely upon letters of credit from a bank was held personally, liable along with the company, for the fraud.
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