Corporate Law of Malaysia: The Rules and Process of Winding up a Company

2021 ◽  
Author(s):  
May Yee Ng ◽  
Chee Fei Chang
Keyword(s):  
Corporate Law ◽  
A Company

Directors’ Duties

2018 ◽  
Author(s):  
Victor Joffe QC ◽  
David Drake ◽  
Giles Richardson ◽  
Daniel Lightman QC ◽  
Timothy Collingwood
Keyword(s):  
Common Law ◽  
Corporate Law ◽  
Legal Analysis ◽  
Legal Personality ◽  
Reasonable Care ◽  
A Company ◽  
Normative Role

The general duties imposed upon directors are the corollary of their powers; they spring from the directors’ functional and normative role in conducting the company’s affairs and affecting its legal relations. Corporate law and the constitution of the company repose in them powers to act, within certain bounds, in the company’s name. And in doing so, they necessarily affect all those interested in the company’s fortunes: most fundamentally, its members. The separate legal personality afforded to a company serves, for the purposes of legal analysis, as a nexus for its members’ interests, and makes it possible to describe directors in the exercise of their powers as agents for the company. These tenets explain the origin of some of the basic duties that apply to directors in relation to the exercise of their functions: to promote the interests of the company; to exercise reasonable care, skill, and diligence; not to exceed the limits of their powers; not to profit from their position; and not to place themselves in positions where their own interests or other duties conflict with their duties to the company. In doing so, they draw on equitable and common law principles of wider application, to agents, trustees, partners, and professionals.

5. Corporate personality

2016 ◽  
Author(s):  
Derek French ◽  
Stephen W. Mayson ◽  
Christopher L. Ryan
Keyword(s):  
Human Rights ◽  
Corporate Law ◽  
Court Cases ◽  
Controlling Shareholder ◽  
Legal Personality ◽  
Legal Proceedings ◽  
Personal Rights ◽  
Piercing The Corporate Veil ◽  
A Company ◽  
Corporate Personality

This chapter deals with the legal personality of a company which is separate from its members, capable of owning property, entering into contracts, and being a party to legal proceedings. It considers the case Salomon v A Salomon and Co Ltd [1897] AC 22, in which the courts affirmed separate corporate personality by rejecting attempts, on behalf of creditors, to impose liability for a failed company’s debts on its controlling shareholder. The consequences of separate corporate personality are also discussed, particularly with respect to a company’s human rights (or personal rights). In addition, the chapter examines the process known as ‘piercing the corporate veil’ in relation to the evasion principle; how an artificial entity can have legal personality; and a number of particularly significant court cases. Finally, it looks at corporate law theory and the issue of company linguistics.

Part III Prospectus Liability and Litigation, 24 The Netherlands

2020 ◽  
Author(s):  
Franx Jan Paul
Keyword(s):  
The Netherlands ◽  
Annual Report ◽  
Civil Code ◽  
Corporate Law ◽  
Joint And Several Liability ◽  
Prospectus Liability ◽  
History Of ◽  
A Company ◽  
Special Category

This chapter discusses Dutch law. The history of the present statutory rules on prospectus liability in the Netherlands dates back to 1928, the year in which Dutch corporate law was codified. Like the annual report which companies had to publish on a yearly basis, the Dutch legislator considered the prospectus as a corporate document and therefore was of the opinion that a statutory rule on prospectus liability should be issued together with the Companies Act. Codification of prospectus liability was effectuated by formulating it as a special category of tort in the Dutch Civil Code (DCC). The act of 1928 provided that managing and supervisory directors of the issuer would be jointly and severally liable with the issuer itself for misleading statements in the prospectus. This had to do with the view of the legislator — that the decision of investors to invest in a company was to a large extent based on the reputation of management. As a result of this joint and several liability of directors, the first Dutch legislation on prospectus liability can be considered as being particularly investor friendly.

scholarly journals Companies and the Constitutional ‘Right to Life’: A Critical Analysis of the Companies Act 71 of 2008

2021 ◽  
Vol 12 (6) ◽  
pp. 107
Author(s):  
Siphethile Phiri
Keyword(s):  
Corporate Law ◽  
Bill Of Rights ◽  
Right To Life ◽  
Legal Research ◽  
Legal Personality ◽  
Constitutional Right ◽  
The Republic ◽  
Novel Concept ◽  
The Right ◽  
A Company

Corporate law is founded on the fictitious principle of the separate legal personality of a company. This principle entails that a company is a juristic person, separate and distinct from any persons involved with the company. Because of their juristic nature, companies can acquire rights and incur liabilities in their own capacity. This corporate-law principle is rooted in section 8(4) of the Constitution of the Republic of South Africa, 1996 (hereafter the Constitution) which expressly provides the Bill of Rights applies to juristic persons subject to the stated considerations. The fact that companies as juristic persons, similar to natural persons, are entitled to the rights and freedoms contained in the Bill of Rights reveals that the Constitution recognises companies as ‘persons’. In this light, the article investigates how the Companies Act 71 of 2008 (hereafter the Companies Act) has embraced the constitutional right to life of companies as juristic persons as provided for in section 11 of the Constitution. To achieve this aim, the author applies the doctrinal legal research methodology – a legal research model which entails an examination of so-called ‘black-latter law’ with the Companies Act being the principal instrument. The results show that, although companies to do not enjoy the right to life in the same manner as natural persons, the literature examined reveals that the Companies Act recognises company’s constitutional right to ‘life’. In many instances, the right to continued existence of companies is promoted in various ways, including the introduction of the novel concept of business rescue by the Companies Act as a way of promoting the right to ‘life’ of companies.   Received: 20 August 2021 / Accepted: 7 October 2021 / Published: 5 November 2021

A CRITICAL APPRAISAL ON THE APPLICATION OF THE DOCTRINE OF INDOOR MANAGEMENT TO MEMORANDUM AND ARTICLES OF ASSOCIATION UNDER COMPANIES AND ALLIED MATTERS ACT (CAMA), LAWS OF THE FEDERATION OF NIGERIA, (LFN), 1990 (AS AMENDED)

2021 ◽  
Vol 8 (1) ◽  
pp. 48-56
Author(s):  
Yakubu Muhammad ◽  
Keyword(s):  
Critical Appraisal ◽  
Corporate Law ◽  
Judicial Decision ◽  
Secondary Sources ◽  
Judicial Decisions ◽  
Legal Problems ◽  
Subsequent Application ◽  
A Company

This study examined the Doctrine of Indoor Management in relation to Memorandum and Articles of Association under Companies and Allied Matters Act, (CAMA). In the study the researcher discussed the origin of the doctrine of indoor management and its subsequent application to Nigerian corporate law with particular reference to companies’ memorandum and articles of association. The methodology adopted in this study is doctrinal method whereby primary and secondary sources forming part of related literatures and judicial decisions are used. The researcher identified the legal problems associated with the doctrine which consequently, gave rise to statutory and judicial differences. The main findings in this study therefore were the two conflicting positions of the Act and that of the judicial decision on the doctrine. Accordingly, while the Act relieved persons from making inquiries on the powers of a company, courts have however, maintained a contrary position. Consequently, the researcher recommended for amending the provision of CAMA as regard the doctrine so that there would be conformity between the statute and judicial pronouncements.

The Legal Framework of Regulatory Competition Based on Company Mobility: EU and US Compared

2005 ◽  
Vol 6 (4) ◽  
pp. 741-770 ◽  
Author(s):  
Eva-Maria Kieninger
Keyword(s):  
Environmental Law ◽  
Work Force ◽  
Legal Framework ◽  
Corporate Law ◽  
Regulatory Competition ◽  
Raw Material ◽  
The Real ◽  
Real Seat ◽  
A Minor ◽  
A Company

The phenomenon of regulatory competition, if it exists at all, has at least two prerequisites: On the “supply-side” there must be incentives for corporate law-makers to tailor their products according to the needs of those who decide about the place of incorporation (or re-incorporation). On the “demand-side”, there must be a real and not only a theoretical possibility to choose the applicable corporate law by choosing the place of (re-)incorporation. Whether such a possibility is a real or theoretical one primarily depends on the costs of such a move compared to its benefits. For the decision about the place of the real seat of a company, “good” or “bad” corporate law is only one factor, very often a minor one among other legal and factual determinants such as corporate and other taxes, labor and environmental law, the accessibility of raw material and product markets or the existence of qualified work force. As long as the choice of a certain corporate law is linked to the choice of the real seat of the corporation, freedom to choose the applicable corporate law only exists on a theoretical level. Corporate law can only be chosen as part of a much larger bundle. If, however, companies are able to opt for a corporate seat that is independent from its real seat (and hence at relatively low costs), the freedom to choose the applicable corporate law becomes a real one and that way the second prerequisite for regulatory competition mentioned above will be fulfilled.

scholarly journals MEMBANGUN PARADIGMA BARU HUKUM PERUSAHAAN DAN ETIKA KEWIRAUSAHAAN

2017 ◽  
Vol 11 (2) ◽  
Author(s):  
Wirazilmustaan Wirazilmustaan ◽  
Abdul Rasyid Saliman
Keyword(s):  
Corporate Culture ◽  
Free Market ◽  
Culture Conditions ◽  
Corporate Law ◽  
Business Culture ◽  
New Paradigm ◽  
Entrepreneurial Spirit ◽  
Doing Business ◽  
Time Construct ◽  
A Company

Curriculum of corporate law must be prepared to enter into the world of the industry with a very characteristic and distinctive, and the corporate law is not separated from the external business culture conditions develop. This means, the conditions of the external culture assumed already embedded in advance within the students, before they work in a company and then drift in the culture of the company. Because of its implication, build a new paradigm of curriculum into an absolute obligation to be met by faculty of law at this time. Construct curriculum based corporate law building the entrepreneurial spirit in faculty of law is the solution. The results showed that the revitalization of the new paradigm in developing corporate law should be immediately done. Where in the era of free market today many businessmen doing business without an understanding of corporate law and a strong corporate culture. The implications of this, the theories of corporate law, in the curriculum of lectures, also great for hindsight

5. Corporate personality

2018 ◽  
Author(s):  
Derek French
Keyword(s):  
Corporate Law ◽  
Court Cases ◽  
Controlling Shareholder ◽  
Legal Personality ◽  
Legal Proceedings ◽  
Personal Rights ◽  
House Of Lords ◽  
Piercing The Corporate Veil ◽  
A Company ◽  
Corporate Personality

This chapter deals with the legal personality of a company which is separate from its members, capable of owning property, entering into contracts and being a party to legal proceedings. It considers the case Salomon v A Salomon and Co Ltd [1897] AC 22, in which the House of Lords affirmed separate corporate personality by rejecting attempts, on behalf of creditors, to impose liability for a failed company’s debts on its controlling shareholder. The consequences of separate corporate personality are also discussed, particularly with respect to a company’s human rights (or personal rights). In addition, the chapter examines the process known as ‘piercing the corporate veil’ in relation to the evasion principle; how an artificial entity can have legal personality; and a number of particularly significant court cases. Finally, it looks at corporate law theory and considers whether companies are grammatically singular or plural.

Pre-incorporation contract: A comparative analysis of the Canadian and Nigerian corporate law regimes

2021 ◽  
Vol 3 (1) ◽  
pp. 29-42
Author(s):  
Wiseman Ubochioma
Keyword(s):  
Comparative Analysis ◽  
Common Law ◽  
Corporate Law ◽  
Third Party ◽  
Legal Regimes ◽  
The Common ◽  
A Company

The question of how best to protect the interests of a promoter, a third party, and a company in pre-incorporation contracts is one that seems to have defied corporate law. Although this problem has its origin in common law, various countries have made efforts to address it through statutory reforms. The paper, therefore, examines the extent to which the Canadian and Nigerian legal regimes for the pre-incorporation contract have provided panaceas to the problem. This paper, through a comparative analysis, argues that although the legal regimes have made efforts to reform the common law rule on pre-incorporation contracts, they suffer patent defects. It also posits that notwithstanding the defects in the laws, the Canadian legal regimes offer more protection to parties to pre-incorporation contracts than Nigerian law. The paper suggests reforms in both regimes that would meet the reasonable expectations of the parties to a pre incorporation contract

Institutional Investors as Corporate Monitors in Israel

1995 ◽  
Vol 29 (4) ◽  
pp. 636-676
Author(s):  
Ehud Kamar
Keyword(s):  
Institutional Investors ◽  
Law And Economics ◽  
Capital Requirements ◽  
Corporate Law ◽  
Central Problem ◽  
Family Ownership ◽  
A Company

Ever since 1932, when Adolph Berle and Gardiner Means described the central problem of corporate law as the separation of the ownership of a company from its control, scholars in the fields of law and economics have been searching for a solution. It is difficult for a company that wishes to grow to remain under family ownership. Few financiers are capable of raising by themselves large enough sums of money to fund the capital requirements of such a company, and, in any event, it is not worthwhile for them to invest all of their money in one company and to be exposed to the risk that the company may fail. A company that wishes to grow must therefore raise funds from a number of investors, and, if large sums of money are involved, from numerous investors.

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