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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.
Articles of association: The articles of association cannot absolve the auditors from any obligation imposed upon them by the statute.... Under the statute the members of the
Dissolution by the Court Conversely Section 39 of the Act prescribes the state of affairs that the court will decree the compulsory dissolution about a partnership. They are: li
Class Meetings: "Class meetings" are not provided for by the Act. however, a class meeting may be held pursuant to the provisions of the company articles of association, if a
In 2004 the Corporations and Markets Advisory Committee proposed that assets and liabilities of companies be aggregated and creditors paid from a common pool which is commonly refe
Leon, a bank vice president, joined Fitness Center, Inc. (FC). He signed a contract stating, among other things, an exculpatory clause that FC
Civil Law: Further civil law is affected with violations of private rights in their corporate or individual capacity egg breach of contract, negligence, defamation, nuisance,
Golden rule: Conversely the so-called 'golden' rule will be utilized through the court in order to avoid arriving on an absurd decision under the literal rule of construction.
Group Accounts: Section 150 requires a company which has subsidiaries to lay before the company in general meeting accounts or statements dealing with the state of affairs an
Good Faith - meetings and resolutions: The directors must act in good faith when calling a meeting,. Thus, in Cannon v Tasks, the directors called the annual general meeting
What is the difference between an express term and an implied term? Provide me with an example of each.
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