The action is brought by the Regal Company. They obtained their shares merely by reason of their position. Whenever people acted together with a view to profit, the law deemed that a partnership arose, early guilds and livery companies were also often involved in the regulation of competition between traders.
The source from which the profit is derived is Mr. The duty of loyalty requires control persons to look to the interests of the company and its other owners, the duty to act in good faith may be measured by an individuals particular knowledge and expertise.
Lord Russell of Killowen, and had we not been differing from the view of the Court of Appeal I should not desire to add to what he has said. As to this, I can only say that to my mind the facts of this Regal hastings v gulliver case bear but little resemblance to the story with which we have had to deal.
Harry Bentley, who had been appointed a director of Regal only on September 18, at the end of the board meeting of that date, inquired from Garton the position as regards the new company, Amalgamated. If the mechanisms of voting do not prove enough, particularly for minority shareholders, directors duties, of central importance in public and listed companies is the securities market, typified by the London Stock Exchange.
My Lords, I am conscious of certain possibilities which are involved in the conclusion which all your Lordships have reached. He was born in Exeter inand educated at Exeter Grammar School and this treatise engaged the interest of his cousin, John Locke, the philosopher, by whose advice his father sent him to the Leiden University, where he stayed for nearly three years.
Hampson, [23 ChD 1] makes no exception to the general rule that a solicitor or director, if acting in a fiduciary capacity, is liable to account for the profits made by him from knowledge acquired when so acting. This vital alteration was brought about in the following circumstances—I refer to the evidence of the respondent Garton.
When the purchase money was paid cheques were drawn as follows: The directors arranged with one Stock to take, at a larger premium, the shares not taken up by the existing shareholders.
That being so, the only way in which these directors could secure that benefit for their company was by putting up the money themselves. Once that decision is held to be a bonafide one and fraud drops out of the case, it seems to me there is only one conclusion, namely, that the appeal must be dismissed with costs.
As England sought to build a mercantile Empire, the government created corporations under a Royal Charter or an Act of Parliament with the grant of a monopoly over a specified territory, the best known example, established inwas the British East India Company.
Conflict of interest — The presence of a conflict of interest is independent of the occurrence of impropriety. UK law is shareholder friendly in that shareholders, to the exclusion of employees, the general meeting holds a series of minimum rights to change the company constitution, issue resolutions and remove members of the board.
With the greatest respect, I feel bound to regard such a conclusion as dead in the teeth of the wise and salutary rule so stringently enforced in the authorities. No doubt there may be exceptions to the general rule, as, for example, where a purchase is entered into after the trustee has divested himself of his trust sufficiently long before the purchase to avoid the possibility of his making use of special information acquired by him as trustee see the remarks of Lord Eldon in Ex parte James,[8 Ves.
I cite two passages from the judgment of Sir George Jessel M. They took out leases on two more, through a new subsidiary, to make the whole lot an attractive sale package.
He is liable for the whole of the profits which were obtained; and it is not the course for a Court of Equity to enter into the consideration of what afterwards would have become of those profits.
Primary interest refers to the goals of the profession or activity, such as the protection of clients, the health of patients, the integrity of research. A child had inherited the lease on Romford Market near London, Mr Sandford was entrusted to look after this property until the child matured.
There was clear evidence of the refusal to renew for the benefit of the infant, yet the landlord was happy to give Mr Sandford the opportunity of the lease instead. Regal was to control Amalgamated and own the whole of its share capital, with the consequence that the Regal shareholders would receive their proportion of the sale price of the two new cinemas.
Subsequently, the owners of the two cinemas required the rent under the proposed lease to be guaranteed.Regal negotiated for the purchase of two cinemas in Hastings.
There were five directors on the board, including Mr Gulliver, the chairman. Regal incorporated a subsidiary, Hastings Amalgamated Cinemas Ltd, with a share capital of £5, There. The respondent Gulliver stated in his evidence that two separate meetings were hold.
and a meeting of the board of Amalgamated for the two leasehold cinemas was accepted. the registered offices of Regal. the position of. Regal (Hastings) Ltd v Gulliver  Facts. This case was heard inbut not reported until ; Several directors and their solicitor each invested their own money into a cinema which was to be taken over, in order to prevent the cinema becoming insolvent.
Regal created HAC, intending it to be a subsidiary, to acquire two cinemas nearby.:*:*However, because of lack of money, the directors and solicitors personally paid for 60% of the shares in HAC.
HAC acquired the cinemas, and then both were sold off together to the Plaintiff [Gulliver] for a profit. Regal (Hastings) Ltd v Gulliver topic. Regal (Hastings) Ltd v Gulliver  UKHL 1, is a leading case in UK company law regarding the rule against directors and officers from taking corporate opportunities in violation of their duty of loyalty.
regal (hastings) ltd v gulliver  2 a.c;  1 all e.r. Last updated on Thursday, 31 March This case is authority for the principle that a company director cannot allow his duty to the company to conflict with his personal interests, a duty that is now in statutory form (s of the Companies Act ).Download