Hello Bye-laws - a trot through two recent cases

On this dark wintery morning, a cold wind blows down from the North.  Empty cans of special brew rattle along the gutters before ganging up in doorways or street corners.  Paperbags circle the air and harbour microbiotic bugs that click their red feet together to the words: "I want to go home".   The mouse on Brick Lane awaits visitors to the Beigel shops before it can settle to breakfast on discarded flat bread, chilled by the winter air.
          At seven thirty-five the first light streaks across the horizon like a rocket bound for the Outer Hebrides.  Minutes later the sky is lifting its veil and warmth floods the roof of London.  Deftly, the wind softens its knives.  Litter shrinks in the pathways of hungry men head down heading to work.  The bugs bury deep in the mouse's long mane that feast's on the myosin in congealed salt beef. 
         This happy scene sets out a number of examples of dominence.  The morning is dominent over night.  The salt beef is dominent over the Beigel.  The focus on work is dominent over faux-poetic social commentary.  And a shareholder's agreement and bye-laws preventing a company from listing on the Bulgarian stock exchange is dominent over a resolution of the majority shareholders to undertake such a listing.
          This latter point was dissected, analysed and rejuvinated with a bolt of electricity on a full moon in the case of (1) Growth Management Ltd, (2) Hillside Apex Fund Ltd v (1) Ivailo Mutafchieve (2) Tzeko Minev EWHC 2774 (Comm).  In this case, the two claimants were investment funds each holding 10% of the shares in a Bulgarian bank, which two majority shareholders (each with 32%)wanted to list on the Bulgarian stock exchange.  The minority shareholders sought an injunction against a resolution of the majority shareholders to go ahead and change both the shareholders agreement and the bye-laws of the bank.
           The were two issues: (1) In order to list, the bye-laws of the bank had to be changed.  The bye-laws could only be changed by unaninmous agreement of the Supervisory Committee, and the minority shareholders had a right to appoint one member of the Supervisor Committee.  (2) Further, the commerciality of the shareholder's position was also considered, and it was held that the shareholder's agreement added commercial benefit to minority shareholders which may have encouraged them to enter the agreement in the first place, and the decision to list could adversely affect the value of the minority shareholders' shares.
            Corporate Blawg is not so profoundly amazed by this case, which merely emphasises that big shareholders cannot bully minority shareholders, especially where those shareholders are protected by contract.  It is an example of where dominence is not by size, but by power under contract.
            Another recent and interesting case, which demonstrates the dominence of the wording in a contract over the will of a third party, is the case of (1) Themis Avraamides (2) Emma Maitland v (1) Mark Colwill (2) Stephen Martin (T/A Bathroom Trading Company) [2006] EWCA Civ 1533.  In sum, this case reiterates the general principle that a third party cannot enforce a contract under the Contracts (Rights of Third Parties) Act 1999 unless that third party has been expressly identified as a beneficiary under the contract.  The dominence of third parties is clearly subordinate to the substance and expressed wording in a contract, and the 1999 Act is not going to convey any rights were those rights do not exist.
           With these tenuous links attached to dissemination of legal knowledge, Corporate Blawg now goes to don his scarf and hat, and carve his way through the brisk air. With further contemplation of his dominence at the foremost of his mind, Corporate Blawg will take on that icy chill all the way to the bus stop.  Once on the bus Corporate Blawg will allow himself to be knocked and jostled around by other males vying for dominence. At work Corporate Blawg will put his antlers away, as at work it is inappropriate to play the game of dominence, and the game of dominoes is much more acceptable.

Comments

[oahu helicopter tour]

The place should be revived. They can't just throw it away.

[Sigarrifs]

My New Foundlandl Dog is 4 months old and just could not get him to stop Separation Anxiety
until I found




http://en.netlog.com/jeromeheath/blog/blogid=4424525
http://www.democratandchronicle.com/apps/pbcs.dll/section?category=PluckPersona&U=ff39005e8d384ea6a35578f508222836&plckPersonaPage=BlogViewPost&plckUserId=ff39005e8d384ea6a35578f508222836&plckPostId=Blog%3aff39005e8d384ea6a35578f508222836Post%3a4ab4ec06-f1fe-42ae-9a03-fc94df89d219&plckBlogItemsPerPage=5
http://newfoundlanddog70.wikispaces.com/Picking+a+Loved+ones+Dog+That+Can+Also+Nanny
http://germanshepherddog03.blog.co.uk/2011/08/04/picking-out-a-loved-ones-dog-that-can-also-nanny-11608767/
http://www.gather.com/viewArticle.action?articleId=281474979835800

[Creefesow]

My Mastiff Dog is 5 months and just could not get him to stop Separation Anxiety
until I found




http://www.thoughts.com/rufusdavis37/solving-conduct-difficulties-in-your-english-mastiff-puppy
http://mastiff-dog68.tumblr.com/rss
http://www.myindospace.com/blog/view_blog.php?BlogId=87329#viewdetails
http://mastiffdog71.wordpress.com/2011/08/12/solving-behavior-problems-in-your-english-mastiff-canine/
http://mastiff-dog81.tumblr.com/rss