bluuebunny/crossref_metadata_2025 huggingface dataset:
506 Large Seminal Vesicle Cyst Displacing Bladder into Inguinal Hernia – a First of Its Kind
Authors: Hughes J
Published: August 2024

Aim

Following one of the first cases of Zinner syndrome associated with inguinal hernia, aim to review existing evidence and literature for treatment around this, especially non-surgical treatment.

Patient

A 68-year-old male who was investigated for raised PSA. As part of the work up, he was found to have an incidental finding of right inguinal hernia associated with a large contralateral seminal vesicle cyst and an absent kidney.

Results

For surgical candidates, we would recommend open hernia repair. Bladder resection is rarely indicated. For non-surgical candidates, there is no consensus on how to treat their condition.

Conclusions

The patient was treated conservatively with an alpha blocker to manage outflow obstruction. Further non-surgical treatment could involve a 5 alpha reductase inhibitor or catheterisation. Further research is needed.
389 Assessing the Trend of Best Medical Therapy in Symptomatic Patients Undergoing Carotid Surgery (ATOMIC Study)
Authors: Harper A , Kwan J Yi , Carney E , Sood M , Bailey M , Coughlin P
Published: August 2024

Aim

This study explored the prevalence, intensity, and trend of antithrombotic therapy (ATT) and LLT, and lipid profile monitoring around carotid intervention.

Method

This was a retrospective, single centre, time-series study of 260 symptomatic patients who underwent underwent CEA or CAS from 01/01/17–31/12/21 in a major regional vascular unit. Trend of antithrombotic therapy (ATT) and LLT from a pre-admission, surgery, discharge and 1-year post-procedure were analyzed to identify time points and subgroups requiring optimization. All data were collected from electronic hospital records linked to real-time primary care data with co-morbidities coded. Caldicott approval for consent from the local hospital was obtained.

Results

Prior to admission, 83% of patients were not prescribed ATT of whom 20% should have been. Similarly, 82% of patients were not prescribed LLT of whom 89% had a QRISK3>10% so should have been on primary prevention, and 36% should have been on secondary prevention. At discharge from hospital, 100% of patients were prescribed ATT. There was a failure to uptitrate LLT from discharge to one year follow up with no significant difference in LLT prescriptions. LDL level improved from a median LDL of 2.6mmol/L pre-admission to 1.7mmol/L at 1 year follow up.

Conclusions

To conclude, the study shows that there are significant improvements that should be made regarding medical management of carotid surgery patients including greater use of primary prevention in the community, earlier administration of ATT and the need for improved LDL control with greater use of ezetimibe and uptitration of statins post-procedure.
Development of a Multiplexed Sphingolipids Method for Diagnosis of Inborn Errors of Ceramide Metabolism
Authors: Byeon Seul Kee , Kim Jinyong , Wegwerth Peter Jared , Zenka Roman , George John P , Pinto e Vairo Filippo , Oglesbee Devin , Schultz Matthew J , Matern Dietrich , Pandey Akhilesh
Published: August 2024

Background

Sphingolipids play a crucial role in cellular functions and are essential components of cell membranes, signaling molecules, and lipid metabolism. In particular, ceramide is a key intermediate in sphingolipid metabolism and defects in ceramide metabolism can lead to various inborn errors of metabolism, making ceramides important targets for clinical screening and diagnosis. Detecting altered concentration patterns of sphingolipids is desirable for distinguishing related inborn errors of metabolism for diagnosis and treatment monitoring.

Methods

We developed a liquid chromatography-tandem mass spectrometry method with a pathway-oriented approach to focus on sphingolipids involved in ceramide metabolism. A total of 47 sphingolipids bearing different head groups and side chains were targeted. Precision/reproducibility, linearity, and spike recovery extraction efficiency tests were performed on plasma and serum samples from confirmed cases of sphingolipidosis.

Results

Linearity of the method showed the coefficient of determination (r2) for all standards to be >0.99 with a slope of 1.00 ± 0.01. Intra- and interday reproducibility of standards spiked into plasma and serum revealed a coefficient of variation <20%. Spike and recovery assessment showed recovery values of 80%–120% for all standards. Altered levels of sphingolipids from patients with hereditary sensory and autonomic neuropathy caused by pathogenic variants in SPTLC2 and hypomyelinating leukodystrophy related to variants in DEGS1 were detected, in agreement with trends reported in earlier studies confirming the utility of this pathway-centric method.

Conclusions

This method can serve as a useful tool to simultaneously monitor sphingolipids, enabling screening and diagnosis of inborn errors of ceramide metabolism.
2. The Separation of Powers
Authors: Yuratich David
Published: August 2024

This chapter focuses on the separation of powers, which is an important aspect of the operation of the UK’s constitution. It details the concept of the separation of powers and its origins, before describing the functions of the executive, the legislature, and the judiciary. The chapter goes on to discuss how the powers held by each organ of the state are separated and how the relationship between them is balanced such that the state can achieve its goals. The chapter concludes by highlighting the practical effects of the separation of powers, including political accountability.
3. Accountability and Parliament
Authors: Yuratich David
Published: August 2024

This chapter discusses the interplay between accountability and Parliament. It highlights Parliament’s important role in the interaction between political and legal constitutions, and crucial constitutional functions in creating law and holding the executive to account. The chapter opens by describing the concept of parliamentary privilege, and then looks at the differences between the House of Commons and the House of Lords in terms of holding the executive to account. It also provides an overview of the role of both Houses in the legislative process before turning attention to other ways that government activity is scrutinized, such as through debates and committees.
4. Parliamentary Sovereignty
Authors: Yuratich David
Published: August 2024

This chapter examines key concepts related to parliamentary sovereignty. It discusses the work of AV Dicey, who argued that Parliament could make any law it wanted to, and how his theory of parliamentary sovereignty was received in practice. The idea of parliamentary sovereignty relates to a variety of practitioner-focused issues, such as the way statute law is created, and determining when and how legislation can be repealed. The chapter explains that parliamentary sovereignty remains central to the UK constitution but we need to go beyond the basics of Dicey’s theory to understand all its legal and political faces. The chapter also looks at how common law places limits on Parliament’s law-making powers and examines whether Parliament places limits on legislative powers through statute law.
6. Prerogative Powers
Authors: Yuratich David
Published: August 2024

This chapter discusses the important role prerogative powers play in how the UK’s constitution operates and how the government functions. The chapter defines prerogative powers and describes their origins and historical development. It goes on to describe how the prerogative operates today and how prerogative powers are controlled using both statute and judicial review.
8. The Human Rights Act 1998 and the European Convention on Human Rights
Authors: Yuratich David
Published: August 2024

This chapter looks at the Human Rights Act (HRA) 1998 and the European Convention on Human Rights (ECHR). It starts by defining human rights, which are normally expressed as obligations that the state has towards those living within it, and explains that the HRA puts the UK’s human rights obligation into practice in domestic law and international law. In addition, UK courts have used the HRA to identify the correct interpretation of ECHR rights when applied domestically. The chapter also considers the interpretation of sections 3 and 4 of the HRA in line with its underlying constitutional principles, and the HRA’s relationship with the notion of parliamentary sovereignty.
9. Devolution and Local Government
Authors: Yuratich David
Published: August 2024

This chapter considers how devolution and local government operate in the UK. Devolution happens when some legislative and executive powers are passed to legislatures and governments in Scotland, Wales, and Northern Ireland, making devolution a fundamental part of the UK’s system of government. The chapter discusses the systems of devolution in Scotland, Wales, and Northern Ireland before explaining why there is no equivalent in England. It elaborates on the structure, power, and operation of local governments, which are primarily responsible for the day-to-day operation of most public services within their area.
10. An Introduction to Judicial Review
Authors: Yuratich David
Published: August 2024

This chapter provides an overview of judicial review. Judicial review is a court process that allows claimants to challenge the legality of decisions, or proposed decisions, taken by public bodies. Moreover, judicial review supports a range of constitutional law principles while protecting the rule of law and ensuring statutory powers are used according to Parliament’s intentions. The chapter details the permission stage in non-Human Rights Act 1998 cases, before outlining the criteria for judicial review applications that do fall under the Human Rights Act 1998 and the European Convention on Human Rights (ECHR).
5. Soft Law in International Law-Making
Authors: Boyle Alan
Published: August 2024

From a law-making perspective the term ‘soft law’ is in most cases simply a convenient description for a variety of non-legally binding instruments used in contemporary international relations by States and international organizations. Soft law in this sense can be contrasted with hard law, which is always binding. Non-binding soft law instruments are not law per se, but may be evidence of existing law, or formative of the opinio juris or State practice that generates new customary law. They may additionally acquire binding legal character as elements of a treaty-based regulatory regime, or constitute a subsequent agreement between the parties regarding interpretation of a treaty or application of its provisions. Other non-binding soft-law instruments are significant mainly because they are the first step in a process eventually leading to conclusion of a multilateral treaty, or because they provide the detailed rules and technical standards required for the implementation of a treaty. An alternative view of soft law focuses on the contrast between ‘rules’, involving clear and reasonably specific commitments which are in this sense hard law, and ‘norms’ or ‘principles’, which, being more open-textured or general in their content and wording, can thus be seen as soft even when contained in a binding treaty. It is a fallacy to dismiss soft law because it does not readily fit a theory of what is ‘law’: properly understood, it can and does contribute to the corpus of international law-making.
7. Territory
Authors: Plant Brendan
Published: August 2024

Given the centrality of the territorial State to the structure of the international legal order, it has long been essential that international law supply rules to regulate the acquisition and delimitation of territorial sovereignty. These rules evolved significantly over the course of the twentieth century, as international adjudicators and scholars increasingly recognized that the traditional approach—based on a formalistic system comprising five ‘acquisitive modes’—was ill-suited to the task, and as the advent of the United Nations wrought fundamental and far-reaching changes in the composition and content of the international legal system. The modern law applicable to resolving disputes over the acquisition of territorial sovereignty or the delimitation of land boundaries is organized around the central concept of ‘title’, and it encompasses a diverse set of rules and principles. These rules include core principles of general application, such as State consent, the prohibition on the use of force, and self-determination, as well as more specific rules with particular relevance to territorial disputes, including uti possidetis juris, intertemporal law, and the critical date. Alongside these rules, territorial disputes invariably require consideration of States’ actual exercise of sovereign authority over a particular territory (effectivités).
9. International Organizations
Authors: Akande Dapo
Published: August 2024

This chapter examines the legal framework governing international organizations. It begins with an examination of the history, role, and nature of international organizations. It is argued that although the constituent instruments and practices of each organization differ, there are common legal principles which apply to international organizations. The chapter focuses on the identification and exploration of those common legal principles. There is an examination of the manner in which international organizations acquire legal personality in international and domestic law and the consequences of that legal personality. There is also discussion of the manner in which treaties establishing international organizations are interpreted and how this differs from ordinary treaty interpretation. The legal and decision-making competences of international organizations are considered, as are the responsibility of international organizations and their privileges and immunities. Finally, the chapter examines the structure and powers of what is the leading international organization—the United Nations (UN).
12. International Law and Restraints on the Exercise of Jurisdiction by National Courts of States
Authors: Webb Philippa
Published: August 2024

This chapter examines the methods by which States prevent their national courts from deciding disputes that relate to the internal affairs of another State. It considers three main ‘avoidance techniques’: State immunity, act of State, and non-justiciability. It discusses the arguments for and against the current prohibition on the determination of one State’s disputes in the national courts of another State, and identifies the challenges presented by the rule of law, an individual’s right of access to court, and the implementation of jus cogens norms to the maintenance of these avoidance techniques. It concludes with the observation that the pendulum continues to swing between prioritizing sovereignty by protecting the activities of States from judicial scrutiny and calling for greater accountability and remedies for violations of international law.
13. Immunities Enjoyed by Officials of States
Authors: Wickremasinghe Chanaka
Published: August 2024

This chapter examines the immunities enjoyed by various categories of officials of States. It identifies jurisdictional immunity as one of the key legal techniques by which diplomatic relations and, more broadly, international relations and cooperation can be maintained. It recognizes that recent developments in international law have increasingly required that immunities be scrutinized and justified, particularly where they impact on individual rights. Among the most striking of such challenges to immunities are those that have arisen in relation to measures which seek to bring an end to the impunity of persons who commit the most serious international crimes, including measures such as the development of extraterritorial jurisdiction and the establishment of international criminal tribunals. A range of judicial decisions is reviewed in order to determine how international law has attempted to reconcile such conflicting priorities in this respect.
19. The International Court of Justice
Authors: Tams Christian J
Published: August 2024

The International Court of Justice (ICJ), which is defined in the UN Charter as the ‘principal judicial organ’ of the United Nations, is a standing mechanism for the peaceful settlement of disputes between States. This chapter discusses the history, structure, and composition of the Court, the ways in which jurisdiction is conferred upon it, its procedure, and the nature and effect of decisions (judgments and advisory opinions) of the ICJ. It offers an introduction to one of international law’s most prominent institutions, highlighting its strengths as much as its limitations.
22. International Space Law
Authors: Deplano Rossana
Published: August 2024

There is a renewed interest in the value of outer space as a scientific and commercial environment. This chapter examines the unique features of international space law as a specialized field of international law. It provides an overview of the treaty and soft law regimes comprising the corpus juris spatialis and evaluates three ways in which, absent any prospects for any new multilateral treaty, international space law currently develops. In doing so, the chapter examines the extent to which international space law accommodates the interests of States in an era of growing commercialization. The findings suggest that the current trends of growing commercialization of space activities and the related diversification of space actors reaffirm the necessity for, and the modernity of, a specialized field of international law regulating the outer space environment.
25. International Investment Law
Authors: Subedi Surya P
Published: August 2024

This chapter discusses the development and current state of international investment law, which encompasses international finance law, international trade law, international investment law, and regional trade an investment agreements. Recent progressions in the areas of international financial law, international trade law, and investment law demonstrate that other areas of international regulation have a decisive influence on international investment law. Moreover, international investment law is increasingly focused on development concerns. This chapter seeks to capture the law and the recent trends in both State practice and jurisprudence in this area of international law.
29. The Law of Armed Conflict (International Humanitarian Law)
Authors: Turns David
Published: August 2024

The international law of armed conflict (also known as international humanitarian law or the law of war) regulates the conduct of hostilities—including the use of weaponry—and the protection of victims in situations of both international and non-international armed conflict. Rooted in customary law, often of very great antiquity, since the late nineteenth century it has become one of the most intensively codified areas of international law. This chapter outlines the scope of application of the law; issues of personal status (combatants and civilians); the conduct of hostilities (methods and means of warfare, including choice of weapons and targeting operations); the protection of victims (sick, wounded, shipwrecked, prisoners of war, and civilians); and various ways of securing the law’s implementation and enforcement.
1. Introduction
Authors: Sime Stuart
Published: August 2024

The civil courts perform the important function of resolving disputes that cannot be resolved by agreement between the parties. This introductory chapter briefly sets out the book’s focus, namely the mechanics of how legal and equitable rights are asserted, determined, and enforced through the civil courts. It then discusses the legal profession, lawyers’ duties, initial instructions, confidentiality and conflict of interest, pre-action correspondence, and the main stages in court proceedings.
3. The Civil Courts
Authors: Sime Stuart
Published: August 2024

This chapter describes the civil courts in England and Wales. It covers the composition and administration of magistrates’s courts, County Court, and the High Court; jurisdiction; High Court Divisions (King’s Bench Division (KBD), Chancery Division (ChD), and Family Division), and specialist courts (Business and Property Courts, Technology and Construction Court, Commercial Court, Administrative Court, Insolvency and Companies List, Patents Court, and Intellectual Property Enterprise Court). For most civil claims the claimant has a free choice between the High Court and the County Court. Common law claims are suitable for the King’s Bench Division, whereas equity claims are more suitable for the Chancery Division. The High Court should be used for the more important and complex claims.
4. Overriding Objective and Human Rights
Authors: Sime Stuart
Published: August 2024

This chapter discusses the sources of procedural law, the general principles relevant to civil procedure established by the overriding objective, the European Convention on Human Rights, and some rules on how the courts approach construing the Civil Procedure Rules 1998 (CPR). The CPR and practice directions (PDs) are the procedural rules governing civil proceedings. The most important rule is the ‘overriding objective’ of dealing with claims justly and at proportionate cost. The most important Convention rights in civil litigation are the right to a fair trial, the right to respect for private and family life, and the right to freedom of expression.
6. Issuing and Serving
Authors: Sime Stuart
Published: August 2024

Civil proceedings commence with the issuance of a claim form. Issuing a claim involves the court sealing the claim form with its official seal. This chapter discusses issuing and serving proceedings. It covers the claim form; jurisdictional endorsements; particulars of claim; specialist claims; issuing a claim form; service of the claim form; deemed date of service of the claim form; service of documents other than a claim form; deemed date of service (non-claim form documents); certificate of service; irregular service; and filing of documents at court.
11. Service Outside the Jurisdiction
Authors: Sime Stuart
Published: August 2024

This chapter deals with jurisdiction in England and Wales. Proceedings generally have to be served within the jurisdiction. There always has to be a sound basis before proceedings can be served outside the jurisdiction. Where the parties have an exclusive jurisdiction clause in favour of the courts of England and Wales, proceedings may be commenced against a defendant who is outside the jurisdiction pursuant to the Hague Convention 2005, and served on the defendant without seeking court permission. In other cases, if jurisdiction can be established against a defendant who is outside the jurisdiction under the CPR, r 6.36 and PD 6B, para 3.1, proceedings can be served outside the jurisdiction only with the permission of the court. The times for responding to claims served outside the jurisdiction are extended.
13. Default Judgment
Authors: Sime Stuart
Published: August 2024

Judgment in default may be entered where the defendant fails to defend a claim. It produces a judgment in favour of a claimant without holding a trial. This chapter discusses when default judgment may be entered; cases excluded from judgment in default; entering default judgment; final judgment and judgment for an amount to be decided; deciding the amount of damages; setting aside default judgments; and stay of undefended cases.
14. Statements of Case
Authors: Sime Stuart
Published: August 2024

Statements of case are formal documents used in litigation to define what each party says about the case. This chapter discusses forms of statements of case; particulars of claim defence; counterclaims and set-offs; reply and defence to counterclaim; subsequent statements of case; dispensing with statements of case; Scott schedules; interrelation with case management; and use of statements of case at trial.
18. Requests for Further Information
Authors: Sime Stuart
Published: August 2024

A party may sometimes take the view that the statement of case provided by the other side is not as clear as it should be, or fails to set out the other side’s case with the precision that would be expected. In such cases a request may be made for further information about the facts on which the other side’s case is based. This chapter discusses the rules on requests for further information; the response; objecting to requests; orders for responses; requests in freezing injunctions; and collateral use.
19. Parties and Joinder
Authors: Sime Stuart
Published: August 2024

This chapter first looks at the rules relating to different classes of party and then considers the rules governing multi-party litigation. Topics discussed include description of parties; particular classes of party; vexatious litigants; joinder; representative proceedings; representation of unascertained persons; intervention; consolidation; stakeholder claims; assignment; and group litigation.
24. Summary Judgment
Authors: Sime Stuart
Published: August 2024

Summary judgment is used where a purported defence can be shown to have no real prospect of success and there is no other compelling reason why the case should be disposed of at trial. The procedure for entering summary judgment is not limited to use by claimants against defendants. Defendants may apply for summary judgment to attack weak claims brought by claimants. This chapter discusses time for applying for summary judgment; defendant’s application for summary judgment; excluded proceedings; orders available; amendment at hearing; other compelling reasons for a trial; directions on summary judgment hearing; and specific performance, rescission, and forfeiture in property cases.
25. Interim Payments
Authors: Sime Stuart
Published: August 2024

This chapter discusses the rules on interim payments. An order for interim payment is an order for payment of a sum of money by a defendant on account of any damages, debt, or other sum which the court may hold the defendant liable to pay. Such orders are likely to be made in claims where it appears that the claimant will achieve at least some success, and where it would be unjust to delay, until after the trial, payment of the money to which the claimant appears to be entitled. The amount ordered must not exceed a reasonable proportion of the likely final award taking into account any counterclaim and contributory negligence.
29. Multi-Track
Authors: Sime Stuart
Published: August 2024

The multi-track deals with a vast range of cases, from simple contractual disputes involving little more than £100,000, to complex commercial cases involving difficult issues of fact and law with values of several million pounds, to cases where perhaps no money is at stake but which raise points of real public importance. Cases on the multi-track will generally be dealt with either in the Royal Courts of Justice or other civil trial centre. This chapter discusses agreed directions; case management conferences; fixing the date for trial; pre-trial checklists; listing hearings; pre-trial review; directions given at other hearings; and variation of case management timetable.
32. Witness Statements, Affidavits, and Depositions
Authors: Sime Stuart
Published: August 2024

This chapter discusses the rules relating to the use of written evidence in civil proceedings. Under the Civil Procedure Rules 1998 (CPR), evidence given in civil trials is given primarily from the witness box, but with witness statements exchanged well before trial standing as the evidence-in-chief of the witnesses. The parties are required to exchange their witnesses’ statements in order to save time and costs at trial, and to enable the parties to evaluate the merits of their dispute with a view to settlement. Written evidence in support of interim applications can be given by a variety of different methods, but the principal means is by way of signed witness statements.
33. Hearsay
Authors: Sime Stuart
Published: August 2024

This chapter considers the admissibility of and procedural matters relating to hearsay evidence in civil cases. Hearsay evidence is where a witness gives evidence of facts they have not personally experienced for the purpose of proving the truth of those facts. Hearsay may be written or oral, and may be first-hand, second-hand, etc. Evidence is no longer excluded in civil cases solely on the ground that it is hearsay. However, in practice, trial judges give limited weight to hearsay evidence.
38. Listing and Pre-Trial Reviews
Authors: Sime Stuart
Published: August 2024

Claims that are not compromised and which do not end through striking out or summary or default judgment, have to be determined by the court at trial. Listing is the process whereby the court gives a date for the trial. This chapter discusses listing for trial; pre-trial reviews; listing in the Royal Courts of Justice; and adjournments.
41. Judgments and Orders
Authors: Sime Stuart
Published: August 2024

This chapter discusses the rules on judgments and orders. Although there is likely to be a delay between judgment being pronounced and the judgment being sealed and served, r 40.7(1) of the Civil Procedure Rules 1998 (CPR) provides that judgment in fact takes effect from the day it was given. After a judgment or order has been pronounced by the court, the next step is to have it drawn up. This chapter discusses settlements; orders made at hearings; form of judgments and orders; general rules relating to drawing up orders and judgments; and register of judgments.
44. Search Orders
Authors: Sime Stuart
Published: August 2024

This chapter discusses the rules for search orders. A search order is a bundle of interim orders which require the respondent to admit another party to premises for the purpose of preserving evidence which might otherwise be destroyed or concealed by the respondent. Search orders are principally, but not exclusively, used in intellectual property claims against defendants who are likely to destroy incriminating evidence rather than disclose it voluntarily under standard disclosure.
45. Norwich Pharmacal and Related Disclosure Orders
Authors: Sime Stuart
Published: August 2024

This chapter considers a number of other special forms of disclosure orders, the best known of which is the Norwich Pharmacal order. Norwich Pharmacal orders are primarily used for finding the identity of an unknown potential defendant. They can only be sought against a person who facilitated and got ‘mixed up’ in the wrongdoing. Norwich Pharmacal orders therefore cannot be made against ‘mere witnesses’. Pre-action disclosure orders bring forward the time when disclosure of documents takes place to the period before a claim is issued. Disclosure against non-parties enables the court to order a witness to produce documents in advance of the trial, thus avoiding adjournments when documents are produced at the last minute at trial.
47. Qualified One-Way Costs Shifting
Authors: Sime Stuart
Published: August 2024

Qualified one-way costs shifting (QOCS) provides costs protection to claimants in personal injuries claims. If the claimant wins, the defendant should be ordered to pay the claimant’s costs in the usual way. However, if the claimant loses, under QOCS, while the claimant remains liable to pay its own lawyers’ costs, and may be ordered to pay the successful defendant’s costs, the claimant will be protected against actually having to pay those costs to the defendant. This chapter discusses cases where QOCS applies; the effects of QOCS; and loss of QOCS protection.
50. Appeals
Authors: Sime Stuart
Published: August 2024

This chapter considers the structure of non-family civil appeals. It covers routes of appeal; permission to appeal; time for appealing; procedure on appealing; respondent’s notice; applications within appeals stay; striking out appeal notices and setting aside or imposing conditions; hearing of appeals; appeal court’s powers; appeals by way of case stated; and appeals to the Supreme Court.
1. Formation, classification, and registration of companies
Authors: Hannigan Brenda
Published: August 2024

This chapter considers the mechanics of formation and registration and the various types of companies which may be formed. It looks at the application for incorporation and the issue of the certificate of incorporation. It considers, briefly, alternative vehicles for business, such as partnerships, limited partnerships, and limited liability partnerships. The chapter covers types of registered companies, companies limited by guarantee, private and public companies, re-registration of companies, and groups of companies. It considers the role of the registrar of companies, her objectives and powers, and the requirements for identity verification which will affect directors and people with significant control and any person delivering documents to the registrar.
8. A statutory statement of directors’ duties
Authors: Hannigan Brenda
Published: August 2024

The Companies Act 2006 includes a statutory statement of directors’ general duties in Pt 10, Ch 2, an innovation in 2006, and these sections are among the most consequential in the legislation. This chapter provides an overview of these duties and explains the statutory framework adopted in Pt 10, Ch 2 and how this statutory scheme sits alongside the extensive common law on directors’ duties. The duties are cumulative and not exhaustive. The duties are owed to the company and the chapter considers in detail what this means and whether, in certain limited circumstances, duties might be owed to shareholders.
10. Duty to promote the success of the company
Authors: Hannigan Brenda
Published: August 2024

The Companies Act 2006, s 172(1) requires directors to act to promote the success of the company. This chapter separates that duty into its component elements: the duty to act in good faith; promoting the success of the company for the benefit of the members as a whole; and having regard to stakeholders. The policy background to the introduction of these obligations is considered, looking at the extent to which stakeholder interests are an important facet of this duty. The chapter also addresses in detail the modified duty to consider creditors' interests in s 172(3) and explores at length the landmark judgment in BTI 2014 LLC v Sequana SA on this issue.
12. Duty to avoid a conflict of interest
Authors: Hannigan Brenda
Published: August 2024

This chapter discusses the director’s duty to avoid a situation in which he has, or can have, a personal interest conflicting, or which possibly may conflict, with the interests of those whom he is bound to protect (the no-conflict rule); and the equally inflexible rule that, without consent, a person in a fiduciary position is not entitled to profit from that position (the no-profit rule or, more accurately no secret profit rule). These two rules, as the most important fiduciary obligations, are considered in detail alongside the extensive case law addressing these duties. Hence consideration is given to the scope of the no-conflict, no-profit obligation, the limitations on exploiting property, information, or opportunities, looked at from the company’s position and the position of the conflicted director. The position on resignation and the possibilities of authorisation are also considered. Benefits obtained from third parties as well as conflicted transactions with the company are also addressed
13. Specific conflicts—CA 2006, Part 10, Ch 4, and Ch 4A
Authors: Hannigan Brenda
Published: August 2024

This chapter considers provisions of the Companies Act 2006 (CA 2006), Pt 10, Ch 4, and Ch 4A. These regulate specific transactions with directors where there is an acute conflict of interest between the director’s personal interests and his duty to the company: directors’ service contracts (CA 2006, ss 188–189); payments for loss of office (CA 2006, ss 215–221); quoted companies—remuneration payment and payments for loss of office (Ch 4A); substantial property transactions (CA 2006, ss 190–196); and loans and similar financial transactions (CA 2006, ss 197–214); and loans and similar financial transactions (CA 2006, ss 197–214). Not only is there a specific process for authorisation of these conflicts, but the statute also provides statutory remedies in the event of breach. All are considered in detail in this chapter.
16. Membership and the incidents of membership
Authors: Hannigan Brenda
Published: August 2024

This chapter discusses the law on membership, the need for and the importance of entry on the register of members, and the incidents of membership. The discussion covers classes of shares including the recent addition of dual-class structures for listed companies, and explains what a class right is and the basis on which class rights can be varied. It moves on to consider share transfer and transmission, entries on and rectification of the register of members, and constraints on inspection of the register. It also considers the register of people with significant control (the PSC register) and the register of overseas entities (ROE).
18. Informed shareholders and stakeholders—disclosure and the limited company
Authors: Hannigan Brenda
Published: August 2024

Most disclosure comes in the form of accounts and reports focusing on the financial position and the activities of the company. Mandated disclosures include environmental, social, and governance concerns as well as non-financial and sustainability information statements and climate-related disclosures. The chapter discusses the statutory provisions governing company accounts; the accounting and regulatory framework; narrative reporting requirements; filing requirements. The position depends on the class of company—micro, small, medium, large, and public interest entities. The chapter also addresses the regulatory framework for audit; audit reform; the auditors’ report; and the auditor’s duty of care.
19. The unfairly prejudicial remedy and the minority shareholder
Authors: Hannigan Brenda
Published: August 2024

The most important shareholder remedy is the unfairly prejudicial petition under the Companies Act 2006, s 994. This chapter examines petitioning on the grounds of unfair prejudice, considers the basis on which equitable considerations come into play, addresses the range of conduct which may amount to unfairly prejudicial conduct, and explores the court’s expansive powers to grant relief. The chapter looks at purchase orders and the valuation issues around minority buy-outs as well as the potential for orders against third parties and in favour of the company. The chapter also considers the modern jurisdiction for winding up on the just and equitable ground under the Insolvency Act 1986, s 122(1)(g).
22. The doctrine of capital maintenance
Authors: Hannigan Brenda
Published: August 2024

This chapter discusses the doctrine of capital maintenance which generally precludes the return of capital, directly or indirectly, to the shareholders ahead of a winding up of the company. The chapter considers the extensive statutory procedures which govern the purchase and redemption by a company of its own shares which is a routine aspect of capital management for larger companies. Reduction of capital is also considered in detail. The rules governing financial assistance by a company for the acquisition of its own shares are also addressed. Much of the chapter is devoted to the extensive requirements of CA 2006, Part 23, governing distributions to the members which is an important aspect of creditor protection.
23. Loan capital—secured creditors and company charges
Authors: Hannigan Brenda
Published: August 2024

Most companies rely on commercial borrowing from high street banks and financial institutions which lenders will only be willing to provide if they can have security for their loans. This chapter discusses the types of company charges which are commonly required to support commercial lending, namely fixed and floating charges. Disputes often arise as to categorisation since priorities are determined by the nature of the charge and the case law on classification is considered in detail. The advantages of fixed versus floating charges are also examined. Registration of charges at Companies House is an essential step in ensuring priority and the requirements for valid registration are considered as well as the steps which can be taken to enforce a floating charge.
24. Liquidation and dissolution—winding up the insolvent company
Authors: Hannigan Brenda
Published: August 2024

Winding up or liquidation is the process by which the assets of the company are collected in and realised. This chapter concentrates on the winding up of insolvent companies and the distribution of the available assets. The chapter starts with an overview of the legislative framework including that governing cross-border insolvencies. The discussion then moves to the basis and process for voluntary and compulsory winding up and the consequences of a winding-up order. The chapter examines the role and powers of a liquidator and, in particular, the rules governing the assets available in a liquidation, including the anti-deprivation rule and the position on set-off. Finally, the discussion turns to the order of distribution of the available assets to the creditors and the dissolution of the company.
1. General themes and issues
Authors: OʼSullivan Janet
Published: August 2024

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter offers an introduction to the law of contract and contract theory. It explains that the law of contract provides the ground rules for what is needed for a contract to be valid and enforceable and for resolving disputes. It introduces the reader to key themes and concepts in the law of contract, and considers the crucial borderlines with other legal subjects, such as tort, restitution, and public law. This chapter also considers some international developments beyond the domestic law of contract.
3. Offer and acceptance II: two related principles
Authors: OʼSullivan Janet
Published: August 2024

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter examines the applications of the general principles of the offer and the acceptance requirement in the law of contract in two specific problem areas which raise offer and acceptance principles. These issues concern intention to create legal relations and unilateral (or ‘offer and acceptance’) mistake, including the doctrine of non est factum.
5. Consideration and estoppel
Authors: OʼSullivan Janet
Published: August 2024

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter explores and defends the consideration requirement in the enforceability of contractual obligations, both when the contract is formed and if it is varied, refuting some of the criticisms calling for the requirement of consideration to be reformed or abolished in English law. It defines consideration as the ‘price of the promise’ and clarifies that an act or promise must have been requested by the promisor to count as consideration. It explores issues such as past consideration, performance of an existing contractual duty, and part payment of a debt, for which latter issue the common law rule is ameliorated by the equitable doctrine of promissory estoppel.
6. Privity and third parties
Authors: OʼSullivan Janet
Published: August 2024

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter examines the doctrine of privity in the law of contract and the position of third parties. The doctrine of privity dictates that a person who is not a party to the contract cannot be granted contractual rights by the contract or be placed under contractual obligations by it. It explores the rationale of the principle, discusses the authorities that established it, and looks at the various common law exceptions to the rule that a third party cannot acquire rights under a contract. This chapter also explores in detail the statutory exception to privity provided in the Contracts (Rights of Third Parties) Act 1999.
9. Misrepresentation and non-disclosure
Authors: OʼSullivan Janet
Published: August 2024

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter examines issues related to pre-contractual misrepresentation, which is a vitiating factor. It explains what counts as an actionable misrepresentation and discusses its distinction with the treatment of non-disclosure. It explores the elements for an actionable misrepresentation and the test of cause/reliance. It considers the remedies for misrepresentation, namely rescission which involves setting the contract aside and restoring the parties to the pre-contractual position, and damages, which are available at common law for fraudulent misrepresentation and under the Misrepresentation Act 1967 for other misrepresentations unless the misrepresentor can discharge the burden of reasonable grounds for belief. This chapter also explains that any clause that purports to exclude or restrict liability for misrepresentation is subject to the statutory requirement of reasonableness (for non-consumer contracts), and the normal CRA test of fairness (for consumer contracts).
10. Duress
Authors: OʼSullivan Janet
Published: August 2024

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter examines contracts induced by duress, which is a vitiating factor. It explains that duress involves one party coercing or pressuring the other party into making a contract and its most important feature is that it generally involves pressure applied by means of an illegitimate threat. It discusses the different types of duress—duress to the person, duress of goods, and focuses in more detail on economic duress and its various requirements. It explores the controversial question of whether relief should be extended to cases of lawful act duress such as threats not to contract, which as the law currently stands is in very exceptional situations only.
11. Undue influence
Authors: OʼSullivan Janet
Published: August 2024

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter examines undue influence in a contract, which is a vitiating factor and also a ground of restitution. It explains that undue influence is hard to define and can more easily be recognised when found than exhaustively analysed in the abstract. This chapter investigates how undue influence is proved by means of a rebuttable presumption based on a relationship of trust and confidence coupled with a transaction that calls for an explanation, and how the resulting presumption is rebutted. It then covers the remedy of rescission for undue influence. Finally, it explores undue influence in three-party cases, where relief depends on whether the contracting party had notice, actual or constructive, of the undue influence and whether it had taken reasonable steps.