INTRODUCTION
The Securities Contract (Regulation) Act, 1956 (‘SCRA’) was enacted with an aim to regulate the trade in securities in the market. It extends its application to public listed companies and public unlisted companies which intend on getting their shares listed on the stock exchange. Since, by definition, the SCRA would be understood to be applicable to only those companies which are listed on or wish to get listed on the stock exchange; it excludes its application to private companies. That said, there exists a grey area over the applicability of the SCRA to public unlisted companies. The Indian judiciary has mostly been vacillating over this point, however, the Supreme Court’s decision in Bhagwati Developers Pvt. Ltd. v Peerless General Finance and Investment Company Ltd. and Anr. (‘Bhagwati v. Peerless’) has settled the position of law once and for all. By virtue of this decision, the SCRA has now been held to be applicable to public unlisted companies as well.
The purpose of this note is to analyse the position of law regarding the applicability of the SCRA to public unlisted companies, which has gathered storm as a result of the Supreme Court’s decision in Bhagwati v. Peerless. This note is structured as follows: Part I of this article discusses the applicability of the SCRA, whereas Part II elaborates on the primary threshold of marketability of securities under § 2(h)(i) to exist so as to trigger the application of the SCRA. This part is further divided into two sub-l¬¬¬imbs, which discuss the judicial trends in the application of the marketability criteria to private and public companies. The incongruous application of the marketability criteria with respect to public unlisted companies, particularly in light ...
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... as well. It has been argued in this article that such an interpretation would go against the object and purpose of the SCRA and unnecessarily broaden its scope in its application. It would also lead to inconsistencies within the provisions of the SCRA itself, as shown in the previous segment.
Contrary to the current position of law with regard to unlisted public companies, the author suggests a reconciliation with the approach taken by the Bombay High Court in Dahiben Umedbhai. Albeit, the ruling of the court with respect to public companies has been discredited by subsequent courts on grounds of being obiter dicta; it is submitted that the reasoning adopted by the court was most cogent as opposed to the current interpretation. Therefore, for the reasons supplemented in this article, this area of law ought to be reconsidered by a larger Bench of the Supreme Court.
AS REI strives to meet consumer demand they also need to pass various legal and regulatory restrictions in order to meet the federal safety requirements. One great example would be helmets where in order for them to be sold they need to meet tough safety requirements set forth by state laws. Usually depending on the state different age and conditions vary. Usually helmets made for specific sports will have a much higher cost than those made for minimum usage like bicycle helmets. Even though bicycle helmets still have a strict safety requirement. To benefit from the safety standards consumers have found that is best to pay ore for these specific products.
This decision was made in good faith and cannot be conspicuously construed to have self-interests veiled in them. Further, the executive directors made an informed decision to refrain from passing this information to the board and they did believe that this would be in the best interests of the company as disclosure would have brought an end to the company’s existence much before the actual downfall. Thus this judgment met all the requisites prescribed under the provisions of Section 180 (2) of the Corporations Act, 2001 (Rawhouser, Cummings and Crane 2015). This case was the first to comprehensively lay down the business judgment defense and apply it to the facts and circumstances of a case. This defense would negate the apparent breach of the duties of the directors as prescribed by the statute and under common
The Department of Social and Health Services (DSHS) is funding this psychosexual deviancy evaluation and the referring Social Worker is George Nelson. This evaluation has been requested to determine Mr. Victor Schorr’s current risk of sexual misconduct. It is alleged that Mr. Schorr engaged in child molest behaviors with his children from his third wife, Jennifer Schorr, and one daughter from his second marriage. Mr. Schorr denies these allegations.
It is the finding of this court, that Ms. Varner has presented evidence, and shown adequate proof of National Super Markets Inc. via the inability their official to provide a safe workplace for an employee. The inability, and refusal to report the several incidents of attacks to upper management due to the fact that Ms. Varner spoke through her finance and not formally to him, is a mute case. Moreover, after the NSMI’s response upon being made aware showed and gave proof that Ms. Varner’s reporting the incident to the official would have received the same reaction.
A rights issue is an issue of rights to purchase new shares, which are issued pro rata to the existing shareholders, Armitage (2007). Rights issues were the dominate form of seasoned equity offers for fund raising in the United Sates and the United Kingdom . However, there has been a swing to other forms of share issues. The US has shifted towards firm commitments, Eckbo and Masulis (1992). In this the underwriter guarantees the sale of the issued stock at the agreed-upon price. The shift in the US occurred in the 1960’s. In the UK there has been a move towards open offers. Open offers are similar to rights issues but investors are unable to sell the stocks that they purchase under the open offer to other parties. The change in the UK occurred much later than the US, with the shift occurring in the 1990’s.
The High Court focused primarily on the nature of the employment relationship between Vabu Pty Ltd and its cour...
Sale, H. A. (2011, March). The new “Public” Corporation. University in St. Louis Legal Studies Research Paper No. 11-04-01, 74, 137. Retrieved from: http://ssrn.com/abstract=1832619
Corporate gorverance as a system are directed and controlld by companies. Initially, their board of directors should take responsible for the gorverance of companies, which include setting strategic aims of companies , guarantee an effective leadership, supervising the proformance of business management and reporting on it to shareholders. The board's action should comply with the law, regulations and shareholders. In addition, the shareholders also play an important role in gorverance and they have right to decide who can be employed as the companies' directors and auditors to provide good governance structure for them. Therefore, corporate goverance can be regarded as what the board of a company does and how it sets the values of the company.
... (English) Companies Act 1985; subject to High Court of Justice in England and Wales and Corus' shareholders approvals being obtained.
Problem Recognition is the first step in the consumer decision making purchase. When customer passes through this step, it moves to the second step which is known as information search. Zara focuses on this step. When customers starts collecting information to know about a particular brand or various alternatives available in the market. As per the customers of Zara, various factors can influence their decision to choose Zara. Some of the factors that can influence the decision of its customers are products, brand image and brand identity, coming up with new products every two to three weeks and ambience of Zara stores and outlets. The decision factors differs from a person to person are unique for every person. Zara has to focus on factors like brand image, brand identity, products, ambience of its stores, so that it can influence the consumer’s decision and attract more customers to choose Zara. (Vaxjo, K. 2011)
Regulation 26 (1)(c) prohibits the issue of shares during the offer period which will entitle the holder to voting rights in the company. Such an issue would require a special resolution by postal ballot to be passed. The case of Howard Smith v. Ampol Petroleum throws some light on this issue as well. In this case, Millers was subject to a takeover offer by Ampol Petroleum. A competing offer was made by Howard Smith Ltd. This bid by Howard Smith was supported by the Board of Millers who considered the former to be the white knight in the situation. To facilitate the bid, the company made a further issue in order to reduce Ampol to minority shareholders. The court in this case held that the directors of the company had a fiduciary duty and their power to issue further shares must always be for a ‘proper purpose’. Since Millers made the issue with the sole purpose of diluting the majority voting power, the issue was held to be not proper. The court held that the test to determine whether an issue was proper is to take
The Principle of Separate Corporate Personality The principle of separate corporate personality has been firmly established in the common law since the decision in the case of Salomon v Salomon & Co Ltd[1], whereby a corporation has a separate legal personality, rights and obligations totally distinct from those of its shareholders. Legislation and courts nevertheless sometimes "pierce the corporate veil" so as to hold the shareholders personally liable for the liabilities of the corporation. Courts may also "lift the corporate veil", in the conflict of laws in order to determine who actually controls the corporation, and thus to ascertain the corporation's true contacts, and closest and most real connection. Throughout the course of this assignment I will begin by explaining the concept of legal personality and describe the veil of incorporation. I will give examples of when the veil of incorporation can be lifted by the courts and statuary provisions such as s.24 CA 1985 and incorporate the varying views of judges as to when the veil can be lifted.
According to Corporation Act 2001 s124(1), it illustrates that ‘’A company has the legal capacity and powers of an individual both in and outside the jurisdiction” . As it were, company as a legal individual must be freely with all its capital contribution shall embrace liability for its legal actions and obligations of the company’s shareholders is limited to its investment to the company. This ‘separate legal entity’ principle was established in the case of Salomon v Salomon & Co Ltd [1987] as company was held to have conducted the business as a legal person and separate from its members. It demonstrated that the debt of company is belonged to the company but not to the shareholders. Shareholders have only right to participate in managing but not in sharing the company property. Besides ,the Macaura v Northern Assurance Co Ltd [1925] demonstrates that the distinction between the shareholders and company assets. It means that even Mr Macaura owned almost all the shares in the company, he had no insurable interest in the company’s asset. The other recent case is the Lee v Lee’s Air Farming Ltd [1961] which illustrates that the distinct legal entities between employee ad director allows Mr.Lee function in dual capacities. It resulted that the corporation can contract with the controlling member of the corporation.
Law Commission accepted that there are compelling reasons due to which the concept of overriding interest cannot be abolished altogether. And denying of overriding status will contradict paramount policies. However, LRA 2002 has affected it in a number ...
Fashion is a word that can mean many different things. To some it means what models wear on the runway. To others, fashion means the clothing styles that people wear on a daily basis. A good place to start this discussion would be to define what Fast Fashion is; it is the rapid conversion of design trends into multi-channel volume.