| Anglo Petroleum v TFB (Mortgages) Ltd | |
|---|---|
 | |
| Court | Court of Appeal of England and Wales |
| Full case name | Anglo Petroleum Limited & Paul Sutton v TFB (Mortgages) Limited |
| Decided | May 16, 2007 |
| Citation(s) | [2007] EWCA 456 |
| Case opinions | |
| Toulson LJ | |
| Court membership | |
| Judge(s) sitting | Mummery LJ, Smith LJ, Toulson LJ |
| Keywords | |
| |
Anglo Petroleum v TFB (Mortgages) Ltd [2008] 1 BCLC 185 is a UK company law case concerning financial assistance.
A company in trouble, undergoing restructuring, undertook to pay back money after its acquisition. Repsol, the seller of shares, was only willing to sell if it received £15m. The company agreed to pay £15m to the parent, and the company’s shares were then sold for £1.
The court held this was not financial assistance, because the agreed payment merely reduced the shares’ value to £1, rather than assisting in the purchase of the shares.
An initial public offering (IPO) or stock launch is a public offering in which shares of a company are sold to institutional investors and usually also retail (individual) investors. An IPO is typically underwritten by one or more investment banks, who also arrange for the shares to be listed on one or more stock exchanges. Through this process, colloquially known as floating, or going public, a privately held company is transformed into a public company. Initial public offerings can be used to raise new equity capital for companies, to monetize the investments of private shareholders such as company founders or private equity investors, and to enable easy trading of existing holdings or future capital raising by becoming publicly traded.
Sky Group Limited is a British media and telecommunications conglomerate, which is a division of Comcast, and headquartered in London, England. It has operations in the United Kingdom, Ireland, Germany, Austria, Switzerland and Italy. Sky is Europe's largest media company and pay-TV broadcaster by revenue, with 23 million subscribers and more than 31,000 employees as of 2019. The company is primarily involved in satellite television, producing and broadcasting. The current CEO is Dana Strong.
A public company, publicly traded company, publicly held company, publicly listed company, or public limited company is a company whose ownership is organized via shares of stock which are intended to be freely traded on a stock exchange or in over-the-counter markets. A public (publicly-traded) company can be listed on a stock exchange, which facilitates the trade of shares, or not. In some jurisdictions, public companies over a certain size must be listed on an exchange. In most cases, public companies are private enterprises in the private sector, and "public" emphasizes their reporting and trading on the public markets.
In a limited company, the liability of members or subscribers of the company is limited to what they have invested or guaranteed to the company. Limited companies may be limited by shares or by guarantee. In a company limited by shares, the liability of members is limited to the unpaid value of shares. In a company limited by guarantee, the liability of owners is limited to such amount as the owners may undertake to contribute to the assets of the company, in the event of being wound up.The former may be further divided in public companies and private companies. Who may become a member of a private limited company is restricted by law and by the company's rules. In contrast, anyone may buy shares in a public limited company.
Limited liability is a legal status where a person's financial liability is limited to a fixed sum, most commonly the value of a person's investment in a corporation, company or partnership. If a company that provides limited liability to its investors is sued, then the claimants are generally entitled to collect only against the assets of the company, not the assets of its shareholders or other investors. A shareholder in a corporation or limited liability company is not personally liable for any of the debts of the company, other than for the amount already invested in the company and for any unpaid amount on the shares in the company, if any, except under special and rare circumstances permitting "piercing the corporate veil." The same is true for the members of a limited liability partnership and the limited partners in a limited partnership. By contrast, sole proprietors and partners in general partnerships are each liable for all the debts of the business.
Zurich Insurance Group Ltd is a Swiss insurance company, headquartered in Zürich, and the country's largest insurer. As of 2021, the group is the world's 112th largest public company according to Forbes' Global 2000s list, and in 2011 it ranked 94th in Interbrand's top 100 brands.
Axa S.A. is a French multinational insurance company. The head office is in the 8th arrondissement of Paris, France. It also provides investment management and other financial services.
Sir Martin Stuart Sorrell is a British businessman and the founder of WPP plc, the world's largest advertising and PR group, both by revenue and the number of staff. Upon being ousted in April 2018, Sorrell was the longest-serving chief executive of a FTSE 100 company.
Capita plc, commonly known as Capita, is an international business process outsourcing and professional services company headquartered in London.
Slaughter and May is an international law firm headquartered in Bunhill Row, London. Founded in 1889, Slaughter and May is considered to be one of the most prestigious law firms in the world and is a member of the "Magic Circle" of elite London-headquartered law firms. In addition to London, it has offices in Beijing, Brussels and Hong Kong.
Capricorn Energy PLC is a British oil and gas exploration and development company and is listed on the London Stock Exchange. Capricorn has discovered and extracted oil and gas in a variety of locations around the world. Capricorn Energy has a primary listing on the London Stock Exchange and is a constituent of the FTSE 250 Index.
Mitie Group PLC is a British strategic outsourcing and energy services company. It provides infrastructure consultancy, facilities management, property management, energy and healthcare services. It has a head office at The Shard in London and more than 200 smaller offices throughout the United Kingdom and Ireland. It is listed on the London Stock Exchange and is a constituent of the FTSE 250 Index.
Financial assistance in law refers to assistance given by a company for the purchase of its own shares or the shares of its holding companies. In many jurisdictions such assistance is prohibited or restricted by law. For example, all EU member states are required to restrict financial assistance by public companies up to the limit of the company's distributable reserves, although some members go further, for example, Belgium, Bulgaria, France, and The Netherlands restrict financial assistance by all companies. Where such assistance is given in breach of applicable law it will render the relevant transaction void and may constitute a criminal offence.
Hargreaves Lansdown plc is a British financial service company based in Bristol, England. It sells funds and shares and related products to retail investors in the United Kingdom. The company is listed on the London Stock Exchange and is a constituent of the FTSE 100 Index.
The United Kingdom company law regulates corporations formed under the Companies Act 2006. Also governed by the Insolvency Act 1986, the UK Corporate Governance Code, European Union Directives and court cases, the company is the primary legal vehicle to organise and run business. Tracing their modern history to the late Industrial Revolution, public companies now employ more people and generate more of wealth in the United Kingdom economy than any other form of organisation. The United Kingdom was the first country to draft modern corporation statutes, where through a simple registration procedure any investors could incorporate, limit liability to their commercial creditors in the event of business insolvency, and where management was delegated to a centralised board of directors. An influential model within Europe, the Commonwealth and as an international standard setter, UK law has always given people broad freedom to design the internal company rules, so long as the mandatory minimum rights of investors under its legislation are complied with.
In the context of stock markets, the public float or free float represents the portion of shares of a corporation that are in the hands of public investors as opposed to locked-in shares held by promoters, company officers, controlling-interest investors, or governments. This number is sometimes seen as a better way of calculating market capitalization, because it provides a more accurate reflection of what public investors consider the company to be worth. In this context, the float may refer to all the shares outstanding that can be publicly traded.
Say on pay is a term used for a role in corporate law whereby a firm's shareholders have the right to vote on the remuneration of executives.
Co-op Insurance is the trading name of CIS General Insurance, a general insurance company, which is part of the Co-operative Group, based in Manchester, United Kingdom. Co-op Insurance Services, an insurance intermediary incorporated in 2017, is a wholly owned subsidiary of CIS General Insurance.
Brady v Brady [1989] AC 755 is a UK company law case decided by the House of Lords relating to the prohibition on financial assistance.
Barclays plc is a British multinational universal bank, headquartered in London, England. Barclays operates as two divisions, Barclays UK and Barclays International, supported by a service company, Barclays Execution Services.