| Profinance Trust SA v Gladstone | |
|---|---|
 | |
| Court | Court of Appeal of England and Wales |
| Decided | July 2, 2001 |
| Citation(s) | [2001] EWCA Civ 1031, [2002] 1 BCLC 141 |
| Case opinions | |
| Robert Walker LJ | |
| Court membership | |
| Judge(s) sitting | Schiemann LJ, Robert Walker LJ, Lloyd J |
| Keywords | |
| Derivative claim | |
Profinance Trust SA v Gladstone [2001] EWCA Civ 1031 is a UK company law and UK insolvency law case concerning derivative claims.
Profinance Trust won an unfair prejudice claim to have its share stake in a company called Americanino Ltd bought out at a fair value by Gladstone, the majority shareholder. Valuations had been agreed for various dates, and the parties wished to know whether the appropriate date for valuation was either (1) when the petition was presented for unfair prejudice or (2) the date of the hearing (which would mean a higher price). Lewison QC at first instance had held that the court could include an element of interest to reflect delays in payment. Profinance argued that the date of the hearing was appropriate.
Robert Walker LJ ordered that the time for valuation in this case was the date of the hearing, resulting in £215,000, which meant Mr Gladstone had to purchase Profinance’s stake of 40% at £86,000. On the argument that it could not consider an equivalent of interest he noted that ‘a denial of the court’s power to award the equivalent of interest would come close to straining at a gnat.’ The starting point for share valuation is the date of the order, following Re London School of Electronics . But an earlier valuation will be appropriate where (1) a company is deprived of business (2 )a company is reconstructed so it has a new economic identity (3) a minority has petitioned on the basis that there has been a fall in the market, In re Cumana Ltd [1] (4) but it is not just to be varied to give the claimant the best route out (5) the parties’ conduct matters.
Liquidation is the process in accounting by which a company is brought to an end in Canada, United Kingdom, United States, Ireland, Australia, New Zealand, Italy, and many other countries. The assets and property of the company are redistributed. Liquidation is also sometimes referred to as winding-up or dissolution, although dissolution technically refers to the last stage of liquidation. The process of liquidation also arises when customs, an authority or agency in a country responsible for collecting and safeguarding customs duties, determines the final computation or ascertainment of the duties or drawback accruing on an entry.
The National Labor Relations Board, an agency within the United States government, was created in 1935 as part of the National Labor Relations Act. Among the NLRB's chief responsibilities is the holding of elections to permit employees to vote whether they wish to be represented by a particular labor union. Congress amended the Act in 1947 through the Taft–Hartley Act to give workers the ability to decertify an already recognized or certified union as well. This article describes, in a very summary manner, the procedures that the NLRB uses to hold such elections, as well as the circumstances in which a union may obtain the right to represent a group of employees without an election.
A shared appreciation mortgage or SAM is a mortgage in which the lender agrees to receive some or all of the repayment in the form of a share of the increase in value of the property.
Bell v Lever Brothers Ltd [1931] UKHL 2 is an English contract law case decided by the House of Lords. Within the field of mistake in English law, it holds that common mistake does not lead to a void contract unless the mistake is fundamental to the identity of the contract.
In corporate law in Commonwealth countries, an oppression remedy is a statutory right available to oppressed shareholders. It empowers the shareholders to bring an action against the corporation in which they own shares when the conduct of the company has an effect that is oppressive, unfairly prejudicial, or unfairly disregards the interests of a shareholder. It was introduced in response to Foss v Harbottle, which had held that where a company's actions were ratified by a majority of the shareholders, the courts will not generally interfere.
English trust law concerns the protection of assets, usually when they are held by one party for another's benefit. Trusts were a creation of the English law of property and obligations, and share a subsequent history with countries across the Commonwealth and the United States. Trusts developed when claimants in property disputes were dissatisfied with the common law courts and petitioned the King for a just and equitable result. On the King's behalf, the Lord Chancellor developed a parallel justice system in the Court of Chancery, commonly referred as equity. Historically, trusts have mostly been used where people have left money in a will, or created family settlements, charities, or some types of business venture. After the Judicature Act 1873, England's courts of equity and common law were merged, and equitable principles took precedence. Today, trusts play an important role in financial investment, especially in unit trusts and in pension trusts. Although people are generally free to set the terms of trusts in any way they like, there is a growing body of legislation to protect beneficiaries or regulate the trust relationship, including the Trustee Act 1925, Trustee Investments Act 1961, Recognition of Trusts Act 1987, Financial Services and Markets Act 2000, Trustee Act 2000, Pensions Act 1995, Pensions Act 2004 and Charities Act 2011.
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.
Unfair prejudice in United Kingdom, company law is a statutory form of action that may be brought by aggrieved shareholders against their company. Under the Companies Act 2006 the relevant provision is s 994, the identical successor to s 459 Companies Act 1985. Unfair prejudice actions have generated an enormous body of cases, many of which are called "Re A Company", with only a six-digit number and report citation to distinguish them. They have become a substitute for the more restrictive conditions on a "derivative action", as an exception to the rule in Foss v Harbottle. Though not restricted in such a way, unfair prejudice claims are primarily brought in smaller, non-public companies. This is the text from the Act.
s 994 Petition by company member
(1) A member of a company may apply to the court by petition for an order under this Part on the ground—
(2) The provisions of this Part apply to a person who is not a member of a company but to whom shares in the company have been transferred or transmitted by operation of law, as they apply to a member of a company.
(3) In this section, and so far as applicable for the purposes of this section in the other provisions of this Part, "company" means—
O'Neill v Phillips[1999] UKHL 24 is a UK company law case on an action for unfair prejudice under s.459 Companies Act 1985. It is the only case thus far in the House of Lords on the provision and it deals with the concept of members of a business having their "legitimate expectations" disappointed.
Rock Nominees Ltd v RCO (Holdings) plc[2004] EWCA Civ 118 is a UK company law case dealing with unfair prejudice under section 459 Companies Act 1985. It was decided at first instance by Peter Smith J.
United Kingdom administrative law is part of UK constitutional law that is designed through judicial review to hold executive power and public bodies accountable under the law. A person can apply to the High Court to challenge a public body's decision if they have a "sufficient interest", within three months of the grounds of the cause of action becoming known. By contrast, claims against public bodies in tort or contract are usually limited by the Limitation Act 1980 to a period of 6 years.
United Kingdom insolvency law regulates companies in the United Kingdom which are unable to repay their debts. While UK bankruptcy law concerns the rules for natural persons, the term insolvency is generally used for companies formed under the Companies Act 2006. "Insolvency" means being unable to pay debts. Since the Cork Report of 1982, the modern policy of UK insolvency law has been to attempt to rescue a company that is in difficulty, to minimise losses and fairly distribute the burdens between the community, employees, creditors and other stakeholders that result from enterprise failure. If a company cannot be saved it is "liquidated", so that the assets are sold off to repay creditors according to their priority. The main sources of law include the Insolvency Act 1986, the Insolvency Rules 1986, the Company Directors Disqualification Act 1986, the Employment Rights Act 1996 Part XII, the Insolvency Regulation (EC) 1346/2000 and case law. Numerous other Acts, statutory instruments and cases relating to labour, banking, property and conflicts of laws also shape the subject.
Atlasview Ltd v Brightview Ltd[2004] EWHC 1056 (Ch) is a UK company law case, which concerns a claim for unfair prejudice and raised the question of barring a claim if attempted to recover for reflective loss. The case is a notable precedent because it makes clear that a nominee shareholder is also a legitimate petitioner for unfair prejudice.
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.
Re London School of Electronics Ltd [1986] Ch 211 is a UK company law case concerning unfair prejudice.
Corporate litigation in the United Kingdom is that part of UK company law which gives investors the right to sue the directors of a company, or vindicate another wrong to the company, particularly where the board of directors does not wish to act itself.
Westdeutsche Landesbank Girozentrale v Islington LBC[1996] UKHL 12, [1996] AC 669 is a leading English trusts law case concerning the circumstances under which a resulting trust arises. It held that such a trust must be intended, or must be able to be presumed to have been intended. In the view of the majority of the House of Lords, presumed intention to reflect what is conscionable underlies all resulting and constructive trusts.
Stonegate Securities Ltd v Gregory [1980] Ch 576 is a UK insolvency law case concerning the liquidation procedure when a company is unable to repay its debts. It held that a winding up petition would not be granted to a petitioner to whom a debt was bona fide under dispute.
Administration in United Kingdom law is the main kind of procedure in UK insolvency law when a company is unable to pay its debts. The management of the company is usually replaced by an insolvency practitioner whose statutory duty is to rescue the company, save the business, or get the best result possible. It is the equivalent of Chapter 11, Title 11, United States Code, although with significant differences. While creditors with a security interest over all a company's assets could control the procedure previously through receivership, the Enterprise Act 2002 made administration the main procedure.
Byers v Saudi National Bank[2022] EWCA Civ 43 is a decision of the English Court of Appeal in the long running litigation between the liquidators of SAAD Investments Company Limited and various parties relating to the alleged defrauding of the insolvent company by one of its principals.