The pursuers, the defender and others were formerly shareholders in a company called LAGTA Limited. In 2007 the defender, who was the managing director of the company, negotiated the sale of the shares in the company on behalf of the shareholders. In this action, the pursuers sought an accounting from the defender on the ground that he obtained an undisclosed benefit in breach of his fiduciary or quasi-fiduciary obligations to them in the context of those negotiations. In this debate on relevan ...
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Farstad Supply A/S owned a vessel called the “Far Service”. On 4 February 1994, Aberdeen Service Company (North Sea) Ltd (“Asco UK Ltd”) chartered the Far Service from Farstad. Asco UK Ltd is a wholly owned subsidiary of ASCO plc, a major oil and gas logistics company registered in Scotland. They wished to use the Far Service to supply and service offshore installations.Enviroco Ltd cleans ships on an industrial scale among other things and is also registered in Scotland. Until 1999 it too, like ...
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This petition related to the conduct of the affairs of the respondent and was first raised in November 1994; the petitioner was a shareholder in the first respondent, holding 24 out of 100 issued shares in the company. The petitioner sought an order under section 459 of the Companies Act 1985 for an order requiring the company and certain of its shareholders to purchase the shares in the company held by the petitioner at a price that represented, at the valuation date, that proportion of the val ...
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In this action, the pursuer sought to enforce rights over property obtained by the first defender allegedly in breach of fiduciary duties owed by him to the pursuer as one of its directors. Before the Lord Ordinary at first instance, the defenders had challenged the relevancy of the pursuer’s averments and sought its dismissal on the grounds that a ratification of the raising of the action at the pursuer’s meeting of directors was ineffective, because two of the directors had persona ...
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The pursuer was a former director of a company called Fridge Freight (Fyvie) Limited (FFF). In September 1997 FFF went into receivership and insolvency practitioners Scott Oswald were appointed Joint Receivers of the company. When this action was raised the partnership of Scott Oswald had dissolved and the defenders had assumed the former partnership’s rights and liabilities in respect of FFF. In February 1997, the pursuer granted a personal guarantee to the Royal Bank of Scotland in r ...
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The defenders were former directors of the pursuer company, a family business involved in property development. The pursuer company encountered financial difficulties, which were exacerbated by the failure of the defenders as directors to keep proper books and records of the company’s affairs and financial position. The pursuer company was put into administration. Latterly, the administrators brought an action against the defenders, alleging that they had breached their fiduciary duties as ...
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The petitioners were the joint administrators of Martin Groundland & Co Ltd. In respect of the first accounting period, the petitioners had submitted their accounts of intromissions with the company’s assets and their claims for (a) outlays reasonably incurred by them (in the sum of £1,394.75 plus VAT) and (b) for their remuneration (£517,581.00 plus VAT). Two of the three members of the creditors’ committee of the company refused to approve the petitioners’ claim ...
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The petitioners were both chartered accountants and licensed insolvency practitioners, who were appointed as joint insolvency office holders in a number of insolvencies, including court appointments as joint liquidators of ten companies, which were the subject of the petition. Both petitioners at the time of appointment were employees of Baker Tilley Restructuring and Recovery LLP. The first petitioner, Mr Menzies, had however left the employment of Baker Tilley and had taken up employment with ...
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Scottish Motor Auctions Limited ("SMAL"), was an auction house for motor vehicles based in Scotland and the North East of England. Until 25 April 2007, its entire issued share capital was owned by the pursuers. In terms of a Share Purchase Agreement dated 25 April 2007, the pursuers (referred to in the SPA as "the Sellers") agreed to sell their shares in the company to the defenders for a consideration of £15 million. The Share Purchase Agreement contained a large number of fairly st ...
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In this petition, the company sought confirmation of the reduction by £90 million of its share capital, under section 645(1) of the Companies Act 2006. The court heard that this provision had recently been amended by Regulation 3 of the Companies (Share Capital and Acquisition by Company of its Own Shares) Regulations 2009, which introduced a new section 646(1)(b) of the Act. The effect of this amendment was to limit the creditors of a company seeking an confirmation order, to only those wh ...
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