Principles of corporate finance law, second edition ferran, eilis ho, look chan

Principles of corporate finance law, second edition ferran, eilis ho, look chan Principles of corporate finance law, second edition ferran, eilis ho, look chan Principles of corporate finance law, second edition ferran, eilis ho, look chan Principles of corporate finance law, second edition ferran, eilis ho, look chan Principles of corporate finance law, second edition ferran, eilis ho, look chan Principles of corporate finance law, second edition ferran, eilis ho, look chan Principles of corporate finance law, second edition ferran, eilis ho, look chan

Principles Of Corporate Finance Law

Principles of Corporate Finance Law

Second Edition

EilÍs Ferran and Look Chan Ho

Great Clarendon Street, Oxford, OX2 6DP,

United KingdomOxford University Press is a department of the University of Oxford

It furthers the University’s objective of excellence in research, scholarship, and education bypublishing worldwide Oxford is a registered trade mark of Oxford University Press in the UK and in

certain other countries

© E Ferran and L C Ho 2014The moral rights of the authors have been asserted

Second edition published in 2014

Impression: 1All rights reserved No part of this publication may be reproduced, stored in a retrieval system, ortransmitted, in any form or by any means, without the prior permission in writing of OxfordUniversity Press, or as expressly permitted by law, by licence or under terms agreed with theappropriate reprographics rights organization Enquiries concerning reproduction outside the scope

of the above should be sent to the Rights Department, Oxford University Press, at the address aboveYou must not circulate this work in any other form and you must impose this same condition on any

acquirerCrown copyright material is reproduced under Class LicenceNumber C01P0000148 with the permission of OPSI

and the Queen’s Printer for ScotlandPublished in the United States of America by Oxford University Press

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Data availableLibrary of Congress Control Number: 2013949382

ISBN 978–0–19–967134–2 (Hbk) 978–0–19–967135–9 (Pbk)Printed in Great Britain byCPI Group (UK) Ltd, Croydon, CR0 4YYLinks to third party websites are provided by Oxford in good faith and for information only.Oxford disclaims any responsibility for the materials contained in any third party website referenced

in this work

In the period since the previous edition, the financial markets have experienced an unprecedenteddegree of strain Whilst banks and other financial institutions have been at the eye of the storm, theirproblems have had repercussions for the financing of the ordinary commercial companies as well.Deficiencies in the legal and regulatory framework governing corporate finance have been exposed,leading to a multiplicity of private lawsuits and to wide-ranging regulatory reforms

In other words, there has been much to do in producing this new edition I am especially grateful

to my co-author Look Chan Ho for coming on board and taking responsibility for chapters 11 and 12

I am also grateful to numerous Cambridge LLM Corporate Finance students for their feedback ondraft chapters, and to Demetrio Maltese (LLM, 2012-13) for specific research assistance I wouldlike also to record my gratitude to the trustees of the JM Keynes Fellowship in Financial Economics,Cambridge University, for funding to support the research

The manuscript was delivered to the publishers in August 2013 and reflects our knowledge andunderstanding of the law, regulation and practice at that time We have been able, however, to

include brief references to significant developments that occurred during the period between delivery

of the manuscript and the final proofs

The professionalism and dedication of the editors and others at OUP have been much appreciated

EVF,November 2013

The law and practice of debt finance respond to and thus develop from financial crisis Two financial

crises this book has now spanned The original version of the book, entitled Company Law and

Corporate Finance, was published just after the Asian financial crisis, and this edition is to be

published when the world economy is beginning to recover from the global economic crisis

As an admirer of the book since its inception as Company Law and Corporate Finance, I am

delighted to be able to contribute to two chapters in the book relating to debt financing

I am most grateful to Professor Ferran for all her kindness and echo her comments about OUP

Look Chan Ho

LondonNovember 2013

1 The Regulatory Framework

Scope of the Book

Types of Company Limited by Shares

The Regulatory Framework for Corporate Finance

Legislation

Internal constitutional instruments

Case law

Codes and guidelines

2 Use and Abuse of the Corporate Form as a Vehicle for Raising Finance and Managing Financial Risk

Issues Considered in this Chapter

Distinctive Features of the Company Limited by Shares

Separate legal personality

Piercing the veil of incorporation

The Corporate Group

The recognition of corporate groups in company law

The definition of the corporate group for accounting purposes

The definition of the corporate group for other purposes

Substantive company law and the corporate group: a general overview

Insolvency within a corporate group

Alternatives to piercing the veil: agency

Alternatives to piercing the veil: contractual guarantees

Alternatives to piercing the veil: tort claims against other companies

Alternatives to piercing the veil: Insolvency Act 1986

Is the law on corporate groups deficient?

3 Capital Structure—Fundamental Legal, Accounting, and Financing Considerations

Scope of this Chapter

Share Capital Terminology

Accounting for an Allotment of Ordinary Shares

Characteristics of Ordinary Shares (Common Equity)

Dividends

Capital gains and risk

Voting rights

Common equity and financial regulation

Debt Finance Terminology

Characteristics of Simple Debt

Sources of Corporate Finance in the UK

Bank lending and its importance for SMEs

Sources of External Equity for SMEs and the Role of Venture Capital

Capital Markets: A Funding Source for Large Companies

Efficient Capital Markets

Measuring and assessing financial performance: company accounts

Statutory financial disclosure framework for UK companies: an overview

Additional financial disclosure framework under FCA Disclosure and Transparency Rules

Additional financial disclosure framework for other publicly traded companies

II LEGAL CAPITAL

4 Formation of Share Capital

Scope of this Part

Minimum Price of Individual Shares: Par Values

Minimum Capital

Denomination of minimum capital

Is any valuable purpose served by minimum capital requirements?

Allotted, Issued, and Equity Share Capital

Allotted share capital

Authority to allot shares

Registration of allotment and return of allotments

Issued share capital and issued shares

Equity share capital

Payment for Shares

Introduction

Paid up share capital

Called up share capital

Cash consideration for shares

Shares must not be issued at a discount

The no-discount rule and convertible securities

The no-discount rule and underwriting commissions

Regulation of non-cash consideration for shares

Public companies must not accept an undertaking to do work or perform services as

consideration for shares

Public companies must not accept undertakings to be performed in the future as considerationfor their shares

Valuation of non-cash consideration for shares in a public company

Takeover exemption

Mergers exemption

Relaxation of the independent valuation requirement by the 2006 amending Directive

Liability of subsequent holders

Relief from liability

Criminal liability for breach of rules relating to payment for shares

Share Premiums

Determining the issue price

Treatment of share premiums

Permissible uses for share premiums

Bonus issues

Expenses and commissions on an issue of shares

Share premiums and non-cash consideration

Group reconstruction relief

Merger relief

Statutory reliefs and accounting requirements

Importance of group reconstruction and merger relief

Regulating Share Issuance Activity: Striking a Balance

The Case for Special Protection of Shareholders’ Interests

Wealth transfers

Protection against dilution

Distortion of market for corporate control or other unconstitutional behaviour by directorsAbuse of majority shareholder power

Shaping a balanced policy response

Shareholder Empowerment under the Companies Act 2006

Private company with a single class of shares

Authorization by company

Statutory Pre-emption Rights under the Companies Act 2006

Pre-emption rights in relation to ‘allotments’ of ‘equity securities’: definitions

The operation of the statutory pre-emption rights procedure

Consequences of non-compliance with statutory rights

Shareholders who do not take up (or sell) subscription rights

When statutory pre-emption rights do not apply

Vendor placings

Cashbox structures

Disapplication of Pre-emption Rights: All Companies

Disapplications for the purposes of making a rights issue or open offer

Timing

Tractions

Overseas shareholders

Open offers

Disapplications for placings

Disapplication or Exclusion of Pre-emption Rights: Private Companies

Other Formalities in Relation to Share Allotments

6 Classes of Shares

Scope of this Chapter

The Legal Nature of a Share

Financial Incidents of Shares: Capital and Dividends

What financial entitlements do investors in shares acquire? The position of holders of ordinaryshares

Default capital rights of ordinary shares

Default dividend rights of ordinary shares

What financial entitlements do investors in shares acquire? The position of holders of

preference shares

Default capital rights of preference shares

Default dividend rights of preference shares

Enfranchisement when preferential dividends are in arrears

Payment of accumulated unpaid cumulative preferential dividends

What financial entitlements do investors in shares acquire? The position of holders of

redeemable shares

Incidents of Shares: Transferability

Incidents of Shares: Voting Rights

The Juridical Nature of the Relationship Between a Company and Its Registered ShareholdersVariation of Rights Attaching to Shares

Provision for entrenchment

Identifying a class of shares

Golden shares

Rights conditional on holding a specified percentage shareholding

Shares with different par values

Shares on which different amounts have been paid up

When class distinctions matter

Variation of class rights

What is a right attached to a class of shares for this purpose?

What is a ‘variation’ of a right attached to a class of shares?

Variation of rights by enhancement

The procedure for variation of class rights

Voting to alter class rights—a fettered power?

Statutory protection of minorities in a class of shareholders

Class rights and reduction of capital

Class rights and redemption of shares/share buy-backs

7 Maintenance and Reduction of Capital

Protection of Creditors’ Interests: Introduction

Questioning the value of the legal capital doctrine

The Development of the Maintenance of Capital Regime in the UK

Application of the common law rule prohibiting the return of capital to shareholders

An unlawful return of capital is ultra vires

The doctrinal test for distinguishing between genuine transactions and disguised distributionsGratuitous dispositions to third parties and directors’ duties

Reduction of Capital under the Statutory Procedures

Why reduce capital?

Forms of reduction of capital sanctioned by the Companies Act 2006

Limitation on the use of solvency statement reduction of capital procedure

The Court Approval Procedure

Special resolution of the shareholders

The oversight of the court in respect of creditors’ interests

The oversight of the court in respect of shareholders’ interests

General powers of the court

Registration

Where allotted capital is reduced below the authorized minimum

Effect of a court-approved reduction of capital

Reduction of Capital under the Solvency Statement Procedure: Private Companies Only

Special resolution of the shareholders and class consents

Solvency statement

Contents of solvency statement

Sanctions in respect of false solvency statements

Registration requirements relating to the solvency statement procedure

Effect of a reduction of capital under the solvency statement procedure

Reductions of Capital and Schemes of Arrangement: Two Case Studies

Re Uniq

Cape Group

Exceptional Reduction of Capital Procedures

Reduction of capital following redenomination of shares

Reduction of capital pursuant to an order of the court

Reduction of capital in respect of forfeited or acquired shares

8 Share Buy-backs and Redeemable Shares

To structure a temporary loss of control

To return value to shareholders

To address principal-agent concerns

To give information signals

To achieve a target capital structure

To expand the range of financing options

To buy back redeemable shares at a discounted price

To facilitate the organization of employee share schemes

To achieve an informal reduction of capital

To defend against a takeover or to deal with dissident shareholders

To stabilize the share price

Consideration by Review Bodies

The European Dimension

Other Statutory Restrictions on the Terms and Manner of Buy-backs

Accounting for a Share Buy-back

Treasury Shares

Buy-back of Own Shares Out of Capital or from Cash: Private Companies Only

Statutory Modification of Contractual Matters Relating to Share Buy-backs

FCA Regulatory Requirements Relating to Share Buy-backs

Takeover Code Implications of Share Buy-backs

The Authorizations Required for an Issue of Redeemable Shares

Other Requirements of the Companies Act 2006 Relating to Redemption of Redeemable SharesClass Rights Issues Relating to Share Buy-backs and Redeemable Shares

Share Buy-backs and Redeemable Shares and Protection of Minorities

9 Distributions to Shareholders

Investor Expectations

Determinants of Dividend Policy

Dividend policy and market value

Dividend policy, information asymmetries, and signalling

Dividend policy, principal-agent problems and agency costs

Regulation of Dividend Policy Decisions

An overview of the regulatory response to agency problems relating to shareholders

An introduction to the regulatory response to agency problems in relation to creditors

Statutory Regulation of Distributions

What is a ‘distribution’?

Profits available for distribution

Additional requirement for public companies

Relevant accounts

Choice of accounting regulatory framework

Accounting profits and profits available for distribution

Generally accepted principles with respect to the determination of realized profits or lossesDividend payment procedure

Unlawful Distributions

When is a distribution unlawful?

Other restrictions on dividends

Liability consequences of unlawful dividends

Intra-group transfers of assets at an undervalue

Further Reform?

10 Financial Assistance

Prohibition on the Giving of Financial Assistance—Some Preliminary Issues

What is ‘financial assistance’ law?

Legislative history

Who is protected by the ban?

Why is the Giving of Financial Assistance Banned?

Objections to leveraged takeovers/buyouts

Market manipulation

Unconstitutional conduct by management

Maintenance of capital and ‘detriment’

Is the Ban on the Giving of Financial Assistance Justified?

Technical problems

Policy concerns

Outline of the Legal Framework

‘Definition’ of Financial Assistance

‘Financial assistance’ is not a technical term

Recent cases applying the test of commercial substance and reality

Forms of financial assistance that are prohibited

Financial assistance given by way of gift

Financial assistance given by way of guarantee or security

Financial assistance given by way of indemnity

Financial assistance given by way of release or waiver

Financial assistance given by way of loan

Financial assistance given by way of any other agreement under which the obligations of the person giving the assistance are to be fulfilled at a time when, in accordance with the agreement, any obligation of another party to the agreement remains unfulfilled Financial assistance given by way of novation of, or assignment of rights arising under, a loan or such other agreement

Any other financial assistance given by a company the net assets of which are thereby reduced to a material extent

Any other financial assistance given by a company which has no net assets

Circumstances in which the Giving of Financial Assistance is Prohibited

An acquisition

The ban relates only to an acquisition of shares

The ban applies only to public companies and their subsidiaries

The status of the company whose shares are acquired

The status of the company providing the assistance

The acquirer of the shares

Must the acquirer be known to the company providing the assistance at the time when the

Exception for money-lending businesses

Exception for employee share purchases

Criminal Sanctions for Unlawful Financial Assistance

Civil Consequences of Unlawful Financial Assistance

The invalidity of the financial assistance transaction

Validity of the acquisition of the shares

Claims against directors

Liability of other parties

III DEBT CORPORATE FINANCE

11 Debt Corporate Finance—General Considerations

Scope of this Part

Disposals of assets covenant

Change of business covenant

Negative pledge covenant

Implied covenants

Events of default

Debt Finance and Corporate Governance

12 Secured Debt

Advantages of Being a Secured Creditor

Economic Perspectives on Secured Debt

Policy—Dominance of Freedom of Contract

Consensual Security Interests

Grant and reservation—fundamental legal distinctions

Security interests are defeasible interests

A security interest is an interest in the chargor’s property to secure a debt

Security on future property

The Subject Matter of a Security Interest—Forms of Property that Can Be Used as Security

Forms of Consensual Real Security

Pledge and lien

The Nature of the Floating Charge

Establishing Whether a Charge is Fixed or Floating

Classification of a Charge as Fixed or Floating and the Nature of the Secured Property—Charges

on Book Debts

Implications of Agnew and Spectrum for Other Asset Classes

Assessment of the Post-Spectrum Position

Crystallization of a Floating Charge

Drafting of automatic crystallization clauses

Automatic crystallization and third parties

Priority Rules for Competing Interests in the Same Property

Competing interests in tangible personal property

Priority rules for competing interests in intangible property

Priority of purchase money security interests

Registration of Charges—Outline of Requirements

Registration Requirements—Detailed Aspects

Charges requiring registration

The registration requirement

The role of the registrar and the issue of the certificate of registration

Registration and notice

Non-registration

Late registration

Clearing the register—memoranda of satisfaction

Modification of registration requirements for financial collateralReform

IV CAPITAL MARKETS FINANCE

13 Public Offers and Listings of Equity Securities

Scope of this Part

Reasons for Going Public

Where to List? International Choice

Where to List? National (UK) and Regional (EU) Choice

EU Capital Market Regulation

Giving Effect to EU Law in the UK: An Introductory Outline

Official Listing—Its Continuing Significance in the UK

Premium and standard listing

Listing principles

Premium listing: sponsor requirements

Premium listing: continuing obligations

Enforcement of the Listing Rules

Standards for Admission to Trading on AIM

Forms of Public Offer of Shares

Offer for subscription

Offer for sale

Placings and intermediaries offers

Determining the Issue Price—Underwriting and Bookbuilding

The Principle of Mandatory Prospectus Disclosure

The Operation of the Mandatory Prospectus Disclosure Regime

When is a prospectus required?

Prospectus form and contents

Single or tripartite prospectus

Prospectus Directive Regulation: schedules and building blocks Proportionate disclosure—SMEs and Small Caps

Proportionate disclosure—certain secondary issues

Maximum harmonization

ESMA recommendations and Q&A

General duty of disclosure

Incorporation by reference

Prospectus summaries

Missing details

Financial information in prospectuses

Advertisements, pathfinder prospectuses, and mini prospectuses

Enforcement of Securities Laws Regulating Public Issues and Admission to Trading—OverviewCivil Liability in the UK for Defective Prospectuses—Rescission of Contracts

Civil Liability for Defective Prospectuses—Compensation Claims

Potential claimants

Persons who can be sued

Defences to liability

Liability in respect of prospectus summaries

Elements of the claim

Loss causation

Investor’s knowledge of falsehood

Knowledge of falsehood by the persons responsible for the statement

Liability for silence

Amount of compensation

Civil Liability for False Prospectuses—Assessment

Administrative Sanctions for Defective Prospectuses

Criminal Liability for Defective Prospectuses

Public Offers of Securities by Private Companies Crowdfunding

Periodic and Episodic Disclosure Obligations of Listed and Quoted Companies

Issuer Disclosure Obligations Derived from the Transparency

Obligations Directive

Periodic financial reporting obligations

Other continuing obligations derived from the Transparency Obligations Directive

Annual Corporate Governance Disclosures by Issuers Admitted to Trading on a Regulated MarketPeriodic Disclosure by AIM Issuers

Episodic Disclosure Obligations

Civil Liability for Periodic and Episodic Disclosures

Administrative and Criminal Sanctions

14 International Equity Offerings and Listings

Substituted compliance

Regulatory competition

Private placement exemptions

Developing a Regulatory Framework for International Equity Issuance Activity: The PracticalApplication of International Standards

IOSCO international disclosure standards for non-financial information

The International Accounting Standards Board and International Financial Reporting Standards

Transatlantic adoption of IFRS

IFRS and equivalence

Other examples of equivalence and mutual recognition/substituted compliance arrangements

A Genuine Single Regulatory Regime for Cross-border Offers and Listings of Securities: The EUPassport

Obtaining a passport

Public oversight of EU prospectus requirements: ensuring cross-border supervisory consistencyEU-level supervision of capital market activity: a brief overview of its development from 2000Liability for issuer disclosures—gradual closing of a gap in the cross-border standardizationagenda?

Listing Requirements and Concessions for Foreign Issuers

Listing of shares or depositary receipts

Category of listing and market segment

FTSE UK Index Series

Controversial London listings of foreign-based companies

Cross-border Share Issuance Activity Without a Passport—Making Use of Exemptions in EU Law

EU prospectus exemptions for international private placements

A Brief Transatlantic Comparison

Public offers and listings

US exemptions for international private placements

Regulation S: sales and resales outside the US

Private placements and Regulation D

Rule 144A: resales of restricted securities to qualified institutional buyers

Structure of Bond Issues

Listing and issuance of Bonds

Listing of bonds

Regulation of the issuance process

Exchange-regulated markets for bonds

Stabilization

Restrictions on general solicitation

Secondary Market Trading of Bonds: A Brief Note on Topical IssuesOTC trading

Transparency of secondary bond markets

Clearing and settlement

Index

Table of Cases

UNITED KINGDOM

a Company (No 00709 of 1992), Re [1999] 2 BCLC 1; [1999] 1 WLR 1092

Adelaide Electric Co Ltd v Prudential Assurance Co [1934] AC 122 (HL) 154

Agnew v Commissioner of Inland Revenue [2001] 2 AC 710 (PC)

305, 308, 319,

322, 324, 326,

329–32

Al-Nakib Investments (Jersey) Ltd v Longcroft [1990] 1 WLR 1390 390, 395, 397

Aluminium Industrie Vaassen BV v Romalpa Aluminium Ltd [1976] 1 WLR 676

Ambrose Lake Tin and Copper Co (Clarke’s Case), Re (1878) 8 Ch D 635

Anglo Petroleum Ltd v TFB (Mortgages) Ltd [2007] BCC 407 (CA) 238–42, 244,

251

Armagh Shoes, Re [1984] BCLC 405 331

Armour Hick Northern Ltd v Armour Hick Trust Ltd [1980] 3 All ER 833;

Arthur D Little Ltd (in administration) v Ableco Finance LLC [2003] Ch 217 33

ASRS Establishment Ltd (in administrative receivership and liquidation), Re

213–14, 228–9

Axa Equity and Law Life Assurance Society plc and others v National

Westminster Bank plc, Chancery Division 2 February 1998, Court of

Appeal, 7 May 1998

401

Baden Delvaux v Société Générale pour Favoriser le Développement du

Commerce et de l’Industrie en France SA (Note) [1993] 1 WLR 509

263

Bahamas Hotel Maintenance & Allied Workers Union v Bahamas Hotel

Bairstow v Queens Moat House plc [2001] 2 BCLC 531 (CA) 221, 223–4, 226

Bank of Credit and Commerce International (Overseas) Ltd v Akindele [2001]

Bank of Credit and Commerce International SA (No 8), Re [1998] AC 214 (HL) 270, 304, 306,

313, 317

Bank of Ireland v AMCD (Property Holdings) [2001] 2 All ER (Comm) 894 275

Bannatyne v Direct Spanish Telegraph Co (1887) 34 Ch D 287 (CA) 152, 154

Barclay Pharmaceuticals Ltd v Waypharm LP [2012] EWHC 306 (Comm) 13, 16

Barclays Bank Ltd v WJ Simms Son & Cooke (Southern) Ltd [1980] 1 QBD

Belmont Finance Corp v Williams Furniture Ltd (No 2) [1980] 1 All ER 393

Belmont Park Investments v BNY Corporate Trustee Services [2011] UKSC 38;

Berg v Blackburn Rovers Football Club & Athletic [2013] EWHC 1070 (Ch) 278

Borden UK Ltd v Scottish Timber Products Ltd [1981] Ch 25 (CA) 308

135

Brady v Brady [1988] BCLC 20 (CA); [1989] AC 755 (HL) 164, 254–6, 261

Brighton & Hove City Council v Audus [2009] EWHC 340 (Ch); [2010] 1 All

British and American Trustee and Finance Corporation v Couper [1894] AC

Cadogan Petroleum Holdings v Global Process Systems [2013] EWHC 214

(Comm)

279

Cape plc, Re [2007] 2 BCLC 546 175

Carey Group v AIB Group (UK) [2011] EWHC 567 (Ch); [2012] Ch 304 272, 275

Charge Card Services Ltd, Re [1987] Ch 150, affirmed but without reference

to the point relevant here [1989] Ch 497 (CA) 313, 317

Charterhouse Investment Trust Ltd v Tempest Diesels Ltd (1985) 1 BCC 99 239, 243

Chaston v SWP Group plc [2003] 1 BCLC 675 (CA)

232, 234–6,

238, 240, 246–7,

250–1, 253

Chatterley-Whitfield Collieries Ltd, Re [1948] 2 All ER 593 (CA), affirmed

sub nom Prudential Assurance Co Ltd v Chatterley-Whitfield Collieries Ltd

Collyer v Isaacs (1881) 19 Ch D 342 (CA) 311–12

Commissioner of Taxpayer Audit and Assessment v Cigarette Company of

Compania de Electricidad de la Provincia de Buenos Aires, Re [1980] 1 Ch

Concord Trust v Law Debenture Trust Corp plc [2005] 1 WLR 1591 (HL) 294, 456

Continental Assurance Co of London plc, Re, Secretary of State for Trade and

Corporate Development Partners LLC v E-Relationship Marketing Ltd [2009]

Cosslett (Contractors), Re [1998] Ch 495 (CA), affirmed Smith (Administrator

of Cosslett (Contractors) Ltd) v Bridgend County Borough Council [2002] 1

AC 336 (HL)

317, 327

Criterion Properties plc v Stratford UK Properties LLC [2004] UKHL 28;

Cukurova Finance International v Alfa Telecom Turkey [2013] UKPC 2 288, 309,

315–16

Cumbrian Newspapers Group Ltd v Cumberland & Westmorland Herald

Cunliffe Brooks & Co v Blackburn Benefit Society (1884) 9 App Cas 857 (HL) 272

Curtain Dream plc, Re [1990] BCLC 925 308

Customs and Excise Commissioners v Telemed Ltd [1989] VATTR 238, appeal

De Beers Consolidated Mines v British South Africa Co [1912] AC 52 (HL) 309, 316

de Mattos v Gibson (1858) De G&J 276; [1843–60] All ER Rep 803 289–90

Decro-Wall International SA v Practitioners in Marketing Ltd [1971] 1 WLR

Dimbula Valley (Ceylon) Tea Co Ltd v Laurie [1961] Ch 353 134, 147, 149,

215

Dunlop Pneumatic Tyre Co Ltd v New Garage and Motor Co Ltd [1915] AC 79

Dyment v Boyden [2004] 2 BCLC 423, affirmed [2005] 1 BCLC 163; [2005]

E Pfeiffer Weinkellerei-Weinenkauf GmbH & Co v Arbuthnot Factors Ltd

[1988] 1 WLR 150

340

Eley v Positive Government Security Life Assurance Co Ltd (1875–6) 1 Ex D

English and Scottish Mercantile Investment Co v Brunton [1892] 2 QB 700

Fanshaw v Amav Industries (Re Beam Tube Products) [2006] EWHC 486 (Ch);

Fernhill Properties (Northern Ireland) v Mulgrew [2010] NICh 20 280

Financial Institutions Services v Negril Negril Holdings [2004] UKPC 40 273

Firestone Tyre and Rubber Co Ltd v Lewellin (Inspector ofTaxes) [1957] 1 All

First Nationwide v Revenue and Customs Commissioners [2011] STC 1540

Florence Land and Public Works Co, Nicol’s case, Re (1885) 29 Ch D 421 (Ch

Florence Land and Public Works Co, Re ex p Moor (1878) LR 10 Ch D 530

General Property Co Ltd v Matheson’s Trustees (1888) 16 R 82 Ct of Sess 183

Government Stock and Other Securities Investment Co Ltd v Christopher [1956]

Government Stock and Other Securities Investment Co v Manila Rly Co [1897]

Greatship (India) v Oceanografia SA de CV (The Greatship Dhriti) [2012]

Greenhalgh v Arderne Cinemas Ltd [1945] 2 All ER 719; [1946] 1 All ER 512

Hamilton’s Windsor Ironworks Co, Re ex p Pitman and Edwards (1879) 12 Ch

Hamsard 3147 (t/a Mini Mode Childrenswear) v Boots UK [2013] EWHC

Harmony and Montague Tin and Copper Mining Co, Spargo’s Case, Re (1873)

Hickman v Kent or Romney Marsh Sheepbreeders Association [1915] 1 Ch 881 138–40

HIH Insurance Ltd (in prov liquidation) and HIH Casualty and General

Hill v Spread Trustee (Re Nurkowski) [2006] EWCA Civ 542; [2007] 1 WLR

Holroyd v Marshall (1862) 10 HLC 191; 11 ER 999; [1861–73] All ER Rep

House of Fraser plc v ACGE Investments Ltd [1987] AC 387 (HL) 134, 148, 153,

169

Howard Marine & Dredging Co Ltd v A Ogden & Sons (Excavations) Ltd

Invertec Limited v De Mol Holding BV Henricus Albertus de Mol [2009]

Investors Compensation Scheme Ltd v West Bromwich Building Society [1998]

Jacobs v Batavia and General Plantations Trust Ltd [1924] 2 Ch 329 (CA) 139

James Miller & Partners v Whitworth Street Estates (Manchester) Ltd [1970]

Jupiter House Investments (Cambridge) Ltd, Re [1985] BCLC 222; [1985] 1

Kaupthing Singer & Friedlander Limited (in Administration) [2010] EWHC 316

Keene v Biscoe (1878) 8 Ch D 201 278

Kensington International Ltd v Republic of the Congo [2006] 2 BCLC 296 14

Kingston Cotton Mill Co (No 2), Re [1896] 1 Ch 331, affirmed [1896] 2 Ch

Kleinwort Benson Ltd v Malaysia Mining Corporation Bhd [1989] 1 WLR 379

Knightsbridge Estates Trust Ltd v Byrne [1940] AC 613 (HL) 48, 276, 309

Kreglinger v New Patagonia Meat and Cold Storage Co Ltd [1914] AC 25 (HL) 309, 316

Kuwait Asia Bank EC v National Mutual Life Nominees Ltd [1991] 1 AC 187

Lagunas Nitrate Co Ltd v Schroeder & Co and Schmidt (1901) 85 LT 22 132, 220

Law Debenture Corp v Ural Caspian Ltd [1993] 2 All ER 355, reversed on

appeal on other grounds [1995] 1 All ER 157 (CA) 289

Law Debenture Trust Corp plc v Elektrim Finance BV [2005] EWHC 1999

Lehman Brothers International (Europe) (in administration), Re, Pearson v

Lehman Brothers International (Europe), Re [2012] EWHC 2997 (Ch) 270, 304, 306,

313, 330, 340

Lindsay v O’Loughnane [2010] EWHC 529 (QB) 14

Linsen International Ltd v Humpuss Sea Transport PTE Ltd [2012] 1 BCLC 651 14, 30–1

London and Cheshire Insurance Co Ltd v Laplagrene Property Co Ltd [1971] Ch

London, Hamburgh and Continental Exchange Bank, Ward and Henry’s Case, Re

Lowry (Inspector of Taxes) v Consolidated African Selection Trust Ltd [1940]

MacPherson v European Strategic Bureau Ltd [2000] 2 BCLC 683 (CA) 162, 164,

213–14, 246

Makdessi v Cavendish Square Holdings [2013] EWCA Civ 1539 278–9

Mannai Investment Co Ltd v Eagle Star Life Assurance Co Ltd [1997] AC 749

Metropolitan Coal Consumers Association v Scrimgeour [1895] 2 QB 604

Mortgage Business v O’Shaughnessy [2012] EWCA Civ 17; [2012] 1 WLR

MT Realisations Ltd v Digital Equipment Co Ltd [2002] 2 BCLC 688; [2003] 2

Murray v Leisureplay plc [2005] IRLR 946 (CA) 280

Mutual Life Insurance Co of New York v The Rank Organisation Ltd [1985]

N W Robbie & Co Ltd v Witney Warehouse Co Ltd [1963] 3 All ER 613 (CA) 334–5

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