a我考网

 找回密码
 立即注册

QQ登录

只需一步,快速开始

扫一扫,访问微社区

查看: 175|回复: 0

2011年ACCA公司法和商法F4(双语)讲义:第十七章

[复制链接]
发表于 2012-2-23 17:09:42 | 显示全部楼层 |阅读模式
17 Articles of association   1 Introduction
  1.1 Articles are concerned with internal regulations of a company.
  Table A contains the specimen format.
  Table A applies unless excluded expressly or by implication.
  2 Legal effect of the articles
  The articles constitute a contract between (S14 CA 1985):
  2.1 (a) Members and the company
  Hickman v. Kent or Romney Marsh Sheepbreeders Assoc.
  (b) The company and members
  Pender v. Lushington
  (c) The members inter se
  Borland's Trustee v Steel Bros. Ltd.
  The articles do not constitute a contract between:
  2.2 The company and third parties: Eley v. Positive Life Co.
  2.3 If someone has dual capacity the courts will distinguish between a person’s membership/non-membership rights and/or duties.
  3 Alteration of the articles
  3.1 S.9 The articles may be altered by a special resolution. The basic test is whether the alteration is for the benefit of the company as a whole. Greenhalgh v Arderne Cinemas.
  3.2 The change cannot be prevented by declaring the articles/a clause to be unalterable.
  3.3 No outside contract will prevent a change but the company may be liable for breach of contract. Southern Foundries v Shirlaw.
  Case law考试用书
  3.4 (a) Most alterations are allowed by the court. An alteration will not be prevented simply because it inflicts hardship on some members but not on others. Greenhalgh v. Arderne Cinemas
  (b) Alterations which give the company the power to expel members are viewed with considerable suspicion. Dafen Tinplate Co. v. Llanelly Steel Co.
  (c) However, such alterations will be allowed if the proposed clause is carefully worded, eg where a member is:
  (i) competing with the company. Sidebottom v. Kershaw Leese & Co. Ltd.
  (ii) defrauding the company. Shuttleworth v. Cox Brothers Ltd.
  3.5 Alterations can be prevented by 'weighted voting rights' Bushell v Faith.
回复

使用道具 举报

您需要登录后才可以回帖 登录 | 立即注册

本版积分规则

Archiver|手机版|小黑屋|Woexam.Com ( 湘ICP备18023104号 )

GMT+8, 2024-3-28 18:15 , Processed in 0.257790 second(s), 21 queries .

Powered by Discuz! X3.4 Licensed

© 2001-2017 Comsenz Inc.

快速回复 返回顶部 返回列表