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Fraud or improper conduct:
English courts have intervened on numerous occasions and lifted the veil of incorporation in order to circumvent a fraudulent or improper design by a bunch of scheming promoters or shareholders. This is illustrated by the decisions in Jones and Another v Lipman and Another (13) and Gilford Motor Co Ltd v Horne (14). The court's order in the latter case is usually cited as an instance of lifting the veil but it should be noted that the defendant (Horne) was not a member of the company and, in principle, no veil existed between him and the company which would have been lifted by the court. It is rather an instance of the court regarding the company as Mr Horne in another form ("alter ego").
Enemy Character
A company may be regarded as an enemy if, inter alia, all or substantially all of its shares are held by alien enemies. This is illustrated by Daimler Co Ltd v Continental Tyre & Rubber Co (Great Britain) Ltd (15). Since there appears to be no Kenya case on the point, the principles summarised by Lord Parker may be useful guidance to a Kenyan who might have to determine, in a given case, whether a particular company is to be regarded as a friend or enemy of Kenya.
Nature of a Company: There is no precise legal definition of "a company". This is due to historical reasons which are too lengthy to be narrated in this text. Suffice it to sa
Legal justification - Constructive notice: The legal justification for this rule is that since the company's public documents in its file at the Companies Registry are availab
Effects of an Order for Compulsory Liquidation: The effects of the order are follows as are: (a) the Official Receiver (an Official of the High Court whose duties relate ma
Completion of the Agreement However the hirer may give written notice about intention to complete the purchase through paying the owner on a specified day like the balance due
Unincorporated Associations: A group of people may come together in order to pursue or promote a common purpose or activity but without going through the vari
Variation of class rights: It is only necessary to follow the variation of class rights procedure (and a dissenting minority can only apply to the court for cancellation) if
NEGLIGENCE: It is still uncertain whether damage caused by negligence can be brought under the heading of "fraud" for the purpose of the exception of "fraud on the minority."
Principles and Presumptions of Construction: However in the course of settling some of these disputes the courts in England have elaborated the rules that they will utilized i
Exceptions: The rule in Turquand's case will not apply if: i.The person suing the company is in fact an insider, such as a director of the company: Howard v Patent Ivory
Question 1: (a) Explain the term Corporate Social Responsibility. Critically examine the moral responsibility of corporations towards their stakeholders. (b) Discuss the stre
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