Salomon & Co. Ltd Case

The appellant company (Youyang) was trustee of a discretionary trust formed in 1974 for the Hayward family. Minter Ellison Morris Fletcher’s (Minters) had been acting for EC Consolidated Capital Limited (ECCCL) since July 1991, all work in connection with the drafting of the documents relating to the subscription for preference shares in ECCCL was dealt with by Minters. As part of the subscription agreement Youyang deposited $500,000 in Minters trust account. Minters was entitled to release a section of the fund from the trust account to ECCCL for the purchase of a bearer deposit certificate to be issued by Dresdner International Financial Markets (Australia) Ltd (DAL), which could then be traded on the money market. When the certificate was obtained Minters then had the right to release the remainder of the funds to ECCCL based on the subscription agreement.

From year-end 2004 through the first-quarter 2008, defendant Brian Fox misled the investing public by fraudulently inflating the revenue and assets and fraudulently omitting major liabilities, of Powder River Petroleum International, Inc. (“Powder River” or the “company”) in the company’s Commission filings, and by making other false and misleading public disclosures. From year-end 2004, Powder River conveyed working interests in oil and gas leases to investors in Asia for over $43 million. Because Powder River promised full repayment of the working interest

In the matter of Sydney Project Group Pty Ltd (Administrators Appointed) (Receivers and Managers Appointed) and S.E.T. Services Pty Ltd (Administrators Appointed) (Receivers and Managers Appointed) [2017] NSWSC 881 (30 June 2017) (‘SPG and SET’) concerns the events involving plaintiffs Michael Hogan (H) and Christian Sprowles (S). Salim Mehajer (M) is the sole shareholder of both Sydney Project Group Pty Ltd (SPG) and S.E.T. Services Pty Ltd (SET). M appointed Kenneth Lee (L)

The trial court denied appellant judgment against appellees because he found appellees had not acted for or on behalf of J&R Construction.

The decision of the tribunal was that the appellant was found guilty of having acted with dishonesty when he relied on the documents, but not when he created them, here he was charged with lack of integrity. The court had to therefore consider what the definition of the words ‘dishonesty’ and ‘integrity’ was.

The client (Sam) plans to organize a company “Newco” and have significantly more shares than the other two shareholders (Jason and Lucy). He will be one of the three directors of the corporations. Other two minority shareholders control the board of directors will also be officers.

required 100 shares and the three were elected to the board for a one year term.

* Phil owned 63% of the share, 31% the five investors and the rest is retained by the employees of the company.

Your honors, this case is about the fundamental right of shareholder protection. The right of a small businesswoman to pursue her goals and not be punished for her initiative and contribution that is so essential to American business. That is the right

In many misfeasance cases against directors, those breaches maybe relatively uncontroversial. This draws into focus the question of whether the director has any common law or statutory defence, including the Duomatic principle and ratification by shareholders (CA 2006 S.239), available to a claim against him for restitution to the company. S.239(6)(a) preserves the Duomatic rule that if an informal unanimous consent is reached among voting shareholders, it is unnecessary to pass such ratification resolution through general meeting or written resolution. The first part will examine the scope and requirements of this rule to illustrate the validity of such assent. S.239(7) leaves the door open for rules of law, which refers to common law principles, to continue guiding ratification. It will be assessed how these rules impose limitations on the general ratification power conferred by s.239.

The Alberta Court of Appeal allowed the appeal and dismissed Bhasin’s lawsuit because his pleadings were insufficient and the lower court had erred by implying a term of good faith in the context of an unambiguous contract containing an entire agreement clause (Bhasin v Hrynew, 2013 ABCA 98; additional reasons in 2013 ABCA 180).

Salomon v Salomon and Co. Ltd (1897) AC 22 - when Aron Salomon sold his business to Salomon and Co. Ltd. Company, where he was still the major shareholder and some of his family was also a member. He also received a debenture as part of the payment for a secured term. But when the company has gone into liquidation during the 1890’s some argued that his

Salamon v. Salamon & Co. Ltd has a significance principle that has been recognised universally. Refer to s16(5) in The Act, once company is registered, the new company is a juristic person that separate from its members. Likewise, company has the full responsible on its own debts and contractual

There instances are however, difficult to predict as the reasons depend on the judges interpretation of "fairness" or "policy" or of how a particular statute should be interpreted. In the leading case of Salomon v Salomon & Co Ltd, Salomon incorporated his boot and shoe repair business, transferring it to a company. He took all the shares of the company except six, which were held by his wife, daughter and four sons. Part of the payment for the transfer of the business was made in the form of debentures (a secured loan) issued by the company to Salomon.

This doctrine has been seen as a “two- edged sword,” reason being that at a general level while it was seen as a good decision in that by establishing that corporations are separate legal entities, Salomon 's case endowed the company with the entire requisite attributes with which to become the powerhouse of capitalism. At a particular level, however, it was a bad decision. By extending the benefits of incorporation to small private enterprises, Salomon 's case has promoted fraud and the evasion of legal obligations.