A board of directors is a group of people who jointly supervise the activities of an organization, which can be either a for-profit business, nonprofit organization, or a government agency. Such a board's powers, duties, and responsibilities are determined by government regulations and the organization's own constitution and bylaws. These authorities may specify the number of members of the board, how they are to be chosen, and how often they are to meet.
Central Trust Co v Rafuse, [1986] 2 SCR 147 is a leading decision of the Supreme Court of Canada on liability of solicitors in negligence and breach of contract as well as the doctrine of discoverability under the Statute of Limitations.
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.
Ready Mixed Concrete Ltd v Minister of Pensions and National Insurance [1968] 2 QB 497 is a UK labour law case concerning the definition of a contract of service, rather than a contract for services. The distinction is important because many employment law rights under the Employment Rights Act 1996 require that a claimant has "employee" status under s 230. An employee is defined as someone with a contract of employment, and that is defined to be a contract of service. This is a leading case.
Directors' duties are a series of statutory, common law and equitable obligations owed primarily by members of the board of directors to the corporation that employs them. It is a central part of corporate law and corporate governance. Directors' duties are analogous to duties owed by trustees to beneficiaries, and by agents to principals.
Australian corporations law has historically borrowed heavily from UK company law. Its legal structure now consists of a single, national statute, the Corporations Act 2001. The statute is administered by a single national regulatory authority, the Australian Securities and Investments Commission (ASIC).
Shogun Finance Ltd v Hudson [2003] UKHL 62 is an English contract law case decided in the House of Lords, on the subject of mistaken identity as a basis for rescission of a contract. The case has been the subject of much criticism in failing to effectively clarify the area of mistake to identity.
Smith New Court Ltd v Scrimgeour Vickers Ltd [1996] UKHL 3 is an English contract law case concerning misrepresentation. It illustrates the damages available for deceit.
Illegality in English law is a potential ground in English contract law, tort, trusts or UK company law for a court to refuse to enforce an obligation. The illegality of a transaction, either because of public policy under the common law, or because of legislation, potentially means no action directly concerning the deal will be heard by the courts. The doctrine is reminiscent of the Latin phrase "Ex turpi causa non oritur actio", meaning "no cause of action arises from a wrong". The primary problem arising when courts refuse to enforce an agreement is the extent to which an innocent party may recover any property already conveyed through the transaction. Hence, illegality raises important questions for English unjust enrichment law.
Formalities in English law are required in some kinds of transaction by English contract law and trusts law. In a limited number of cases, agreements and trusts will be unenforceable unless they meet a certain form prescribed by statute. The main kinds of formality that a statute can require are to put the transaction in writing, to make a deed, or to register it at a government registrar.
Re Gray’s Inn Construction Co Ltd [1980] 1 WLR 711 is a leading UK insolvency law case, concerning the cessation of transactions without court approval after a winding up petition.
Meridian Global Funds Management Asia Ltd v Securities Commission[1995] UKPC 5 is a New Zealand company law case, also relevant for UK company law, decided by the Privy Council. The common-law principles will have influence in jurisdictions with similar laws.
Barsdell v Kerr [1979] 2 NZLR 731 is New Zealand case frequently cited with Mall Finance v Slater [1976] 2 NZLR 685 and Polymer Developments v Tilialo [2002] 3 NZLR 258 regarding illegal contracts prejudicial to the administration of justice under the Illegal Contracts Act [1970].
Burch v Willoughby Consultants Ltd (1990) 3 NZELC 97,582 is a cited case in New Zealand regarding the remedy of damages for mental distress under the Contractual Remedies Act (1979) for breach of contract.
Ross v Henderson [1977] 2 NZLR 458 is a cited case in New Zealand regarding illegal contracts that were later upheld that the Illegal Contracts Act 1970 had the power to validate despite the fact that another legal enactment "deemed to be unlawful and shall have no effect".
Re AIC Merchant Finance Ltd [1990] 2 NZLR 385 (1990) 5 NZCLC 66,153 is a cited case in New Zealand regarding relief for Illegal Contracts under the Illegal Contracts Act 1970 where validation is not legally possible.
National Westminster Finance NZ Ltd v South Pacific Rent-a-Car Ltd [1985] 1 NZLR 646 is a cited case in New Zealand regarding the validation of illegal contracts under the Illegal Contracts Act 1970.
Mercurius Ventures Ltd v Waitakere City Council [1996] 2 NZLR 495 is a cited case in New Zealand regarding whether a contract illegal under law, can be subsequently validated under the Illegal Contracts Act 1970.
Duncan v McDonald [1997] 3 NZLR 669 is a cited case in New Zealand regarding the granting of relief under the Illegal Contracts Act 1970 for illegal contracts.
