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Top 40 Most Popular Case Studies of 2021

Two cases about Hertz claimed top spots in 2021's Top 40 Most Popular Case Studies

Two cases on the uses of debt and equity at Hertz claimed top spots in the CRDT’s (Case Research and Development Team) 2021 top 40 review of cases.

Hertz (A) took the top spot. The case details the financial structure of the rental car company through the end of 2019. Hertz (B), which ranked third in CRDT’s list, describes the company’s struggles during the early part of the COVID pandemic and its eventual need to enter Chapter 11 bankruptcy. 

The success of the Hertz cases was unprecedented for the top 40 list. Usually, cases take a number of years to gain popularity, but the Hertz cases claimed top spots in their first year of release. Hertz (A) also became the first ‘cooked’ case to top the annual review, as all of the other winners had been web-based ‘raw’ cases.

Besides introducing students to the complicated financing required to maintain an enormous fleet of cars, the Hertz cases also expanded the diversity of case protagonists. Kathyrn Marinello was the CEO of Hertz during this period and the CFO, Jamere Jackson is black.

Sandwiched between the two Hertz cases, Coffee 2016, a perennial best seller, finished second. “Glory, Glory, Man United!” a case about an English football team’s IPO made a surprise move to number four.  Cases on search fund boards, the future of malls,  Norway’s Sovereign Wealth fund, Prodigy Finance, the Mayo Clinic, and Cadbury rounded out the top ten.

Other year-end data for 2021 showed:

• Online “raw” case usage remained steady as compared to 2020 with over 35K users from 170 countries and all 50 U.S. states interacting with 196 cases.
• Fifty four percent of raw case users came from outside the U.S..
• The Yale School of Management (SOM) case study directory pages received over 160K page views from 177 countries with approximately a third originating in India followed by the U.S. and the Philippines.
• Twenty-six of the cases in the list are raw cases.
• A third of the cases feature a woman protagonist.
• Orders for Yale SOM case studies increased by almost 50% compared to 2020.
• The top 40 cases were supervised by 19 different Yale SOM faculty members, several supervising multiple cases.

CRDT compiled the Top 40 list by combining data from its case store, Google Analytics, and other measures of interest and adoption.

All of this year’s Top 40 cases are available for purchase from the Yale Management Media store .

And the Top 40 cases studies of 2021 are:

1.   Hertz Global Holdings (A): Uses of Debt and Equity

2.   Coffee 2016

3.   Hertz Global Holdings (B): Uses of Debt and Equity 2020

4.   Glory, Glory Man United!

5.   Search Fund Company Boards: How CEOs Can Build Boards to Help Them Thrive

6.   The Future of Malls: Was Decline Inevitable?

7.   Strategy for Norway's Pension Fund Global

8.   Prodigy Finance

9.   Design at Mayo

10. Cadbury

11. City Hospital Emergency Room

13. Volkswagen

14. Marina Bay Sands

15. Shake Shack IPO

16. Mastercard

17. Netflix

18. Ant Financial

19. AXA: Creating the New CR Metrics

20. IBM Corporate Service Corps

21. Business Leadership in South Africa's 1994 Reforms

22. Alternative Meat Industry

23. Children's Premier

24. Khalil Tawil and Umi (A)

25. Palm Oil 2016

26. Teach For All: Designing a Global Network

27. What's Next? Search Fund Entrepreneurs Reflect on Life After Exit

28. Searching for a Search Fund Structure: A Student Takes a Tour of Various Options

30. Project Sammaan

31. Commonfund ESG

32. Polaroid

33. Connecticut Green Bank 2018: After the Raid

34. FieldFresh Foods

35. The Alibaba Group

36. 360 State Street: Real Options

37. Herman Miller

38. AgBiome

39. Nathan Cummings Foundation

40. Toyota 2010

• Business Litigation & Dispute Resolution

Supreme Court Business Review: Significant Business Cases & Trends, 2019–2020 Terms

The Supreme Court decided a number of significant business cases in the 2019 and 2020 terms. To outside observers, the decisions are characterized largely by continuity and incrementalism—we did not see a swinging pendulum of opinions in these terms—though some may find some of the outcomes surprising. This term saw Justice Amy Coney Barrett join the Court, replacing the late Justice Ruth Bader Ginsburg, and it also saw continuing use of the shadow docket to shape the law.

At least three overall themes emerge. First: textualism. Justice Elena Kagan, eulogizing her friend Justice Antonin Scalia, remarked “[w]e are all textualists now.” Reading the Court’s majority and dissenting opinions in Bostock v. Clayton County , [1] this seems to be true. Although the Court’s 6-3 decision prompted vigorous dissents, all 9 justices adopted a purely textualist approach. Their disagreements turned instead on the type of textualism the Supreme Court should employ and how to apply it.

Regardless of the type of textualism, however, the high court’s trend seems to suggest much of our statutory interpretation courses of yore are obsolete. Bostock appears to focus narrowly on the bare language of a statute, almost without regard to historical context and common usage at the time of enactment. It is clear that accepting textualism does not eliminate disagreement.

This term also saw Judge Barrett’s textualism debut with her majority opinion in Van Buren v. United States . [2] The case, like Bostock , is a good example of how the justices may disagree even within the textualism world. The majority adopted a narrow reading of the Computer Fraud and Abuse Act of 1986, stating that the Act “covers those who obtain information from particular areas in the computer—such as files, folders, or databases—to which their computer access does not extend,” not those who have “improper motives for obtaining information that is otherwise available to them.” Justice Thomas dissented, joined by Chief Justice Roberts and Justice Alito, in a very literal sense over the implications of the word “so.” Justice Thomas, looking to text and history, wrote that the law prohibits a person from exceeding his or her scope of authority when using a computer that belongs to someone else.

In Nestlé USA, Inc. v. Doe I , [3] Justice Thomas did not hesitate to apply textualism when writing for the majority in this case involving the Alien Tort Act of 1789 (“ATS”). The ATS gives federal district courts jurisdiction over “any civil action by an alien for a tort only, committed in violation of the law of nations or a treaty of the United States.” In Part III of his opinion, Justice Thomas (joined by Justices Gorsuch and Kavanaugh) proposed “that federal courts should not recognize private rights of action for violations of international law beyond the three historical torts [previously] identified,” because “creating a cause of action to enforce international law beyond [the] three historical torts invariably gives rise to foreign-policy concerns,” warranting deference to Congress. Note that this textualist analysis did look to history, context and usage.

Bostock , Van Buren , and Nestlé suggest that the Court’s focus on textualism is here to stay. What the implications are remains to be seen. Is it possible that the Court’s insistence on following the precise words of a statute will stimulate Congress to draft more carefully?

Second , separation and limitation of powers under the Constitution. This continues to be a paramount concern of the Court. Three business-related cases illustrate the Court’s ongoing focus on the importance of separation of powers and of constitutional limits on government.

In TransUnion LLC v. Ramirez , [4] Justice Kavanaugh’s majority opinion provided a detailed historical analysis of Article III standing requirements, and critically emphasized that while Congress can create causes of action for what it identifies as injuries, it is for the courts to decide whether an alleged injury satisfies Article III’s injury-in-fact requirement.

In United States v. Arthrex , [5] the Court grappled with the Appointments Clause in the context of administrative patent judges (“APJs”) of the Patent Trial and Appeal Board. It ultimately held that the unreviewable authority of the APJs takes them out of any executive review and, therefore, conflicts with the Appointments Clause’s purpose of preserving political accountability.

Cedar Point Nursery v. Hassid [6] upheld property rights as a limit on government action. The Court held that under the Fifth Amendment’s Takings Clause, California’s regulation that required property owners to allow labor organizations to access their property amounted to an appropriation of private property and, thus, a per se physical taking.

Third: procedure. Finally—like any other Court—the Supreme Court cares about procedure. As always, arbitration continues to be a hot topic for this Court. In GE Power v. Outokumpu , [7] the high court unanimously held the New York Convention does not preclude a nonsignatory’s enforcement of arbitration agreements under the doctrine of equitable estoppel.

In the 2020 return trip of Henry Schein v. Archer & White [8] to the Court, the case was argued only to have certiorari dismissed as improvidently granted, and sent back down to the Fifth Circuit. In the context of class actions, Goldman Sachs v. Arkansas Teacher Retirement System [9] clarified the standards for class certification under Rule 23 in the context of 10(b) securities fraud. The Court focused on the need for truly common questions of law and fact.

In addition to the cases under the headers of the three main themes, the Court also decided two significant intellectual property cases. Google v. Oracle [10] clarified how “fair use” concepts apply to application programming interfaces under copyright law. PTO v. Booking.com [11] held that the combination of a generic term (“booking”) with a top-level domain name (“.com”) can be protected as a trademark even if neither alone could be protected.

[1] 590 U.S. ___ (2020).

[2] 593 U.S. ___ (2021).

[3] 593 U.S. ___ (2021).

[4] 594 U.S. ___ (2021).

[5] 594 U.S. ___ (2021).

[6] 594 U.S. ___ (2021).

[7] 590 U.S. ___ (2020).

[8] 592 U.S. ___ (2021). See also 586 U.S. ___ (2019).

[9] 594 U.S. ___ (2021).

[10] 593 U.S. ___ (2021).

[11] 591 U.S. ___ (2020).

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Negotiation in Business: Apple and Samsung’s Dispute Resolution Case Study

What happened between apple and samsung makes for a great example of negotiation in business.

By PON Staff — on June 25th, 2024 / Business Negotiations

For two days in late May 2012, Apple CEO Tim Cook and Samsung CEO Gee-Sung Choi met with a judge in the U.S. District Court of Northern California in an attempt to reach a settlement in a high-profile U.S. patent case, a sobering example of negotiation in business.

Back in April 2011, Apple had filed a lawsuit accusing Samsung of copying the “look and feel” of the iPhone when the Korean company created its Galaxy line of phones.

Samsung countersued Apple for not paying royalties for using its wireless transmission technology. Since then, the number of patents under dispute has skyrocketed, according to the Korea Times , as has the number of courts involved in various countries. The two companies have repeatedly accused each other of copying the appearance and functions of their smartphones and tablet devices.

The companies showed some willingness to compromise in an effort to avoid going to court: at the California court’s suggestion, they cut the number of disputed patents in half. But even as the CEOs sat down at the table for their mediation , which was urged by the court, Apple filed a motion asking the presiding judge to bar the sale of Samsung’s Galaxy Tab 10.1 on the grounds that the tablet was designed to “mirror” Apple’s second-generation iPad (see also, What are the Three Basic Types of Dispute Resolution? What to Know About Mediation, Arbitration, and Litigation ).

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Both sides had said they hoped to avoid a legal battle. Given that Samsung is one of Apple’s biggest suppliers, the companies had a strong incentive to move beyond their dispute and build on their ongoing partnership. Yet the two-day mediated talks between the CEOs in late May ended in an impasse, with both sides refusing to back down from their arguments. The suit later went to trial twice, with Apple ultimately winning more than $409 million.

Mediation Between Business Negotiators and Chances of Success

As this example of negotiation in business suggests, mediation as a dispute resolution technique between business negotiators is far less likely to succeed when the parties are grudging participants than when they are actively engaged in finding a solution. When negotiators feel they have spent significant time and energy in a case, they may feel they have invested too much to quit.

Moreover, the longer they spend fighting each other, the more contentious and uncooperative they are likely to become. The lesson? When a business dispute arises, you should always do your best to negotiate or mediate a solution before taking it to the courts.

What did you learn from this negotiation in business? Do you side with Apple or Samsung in this dispute resolution case study? Let us know what you think in the comments.

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Originally published in 2013.

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Preparing for negotiation.

Understanding how to arrange the meeting space is a key aspect of preparing for negotiation. In this video, Professor Guhan Subramanian discusses a real world example of how seating arrangements can influence a negotiator’s success. This discussion was held at the 3 day executive education workshop for senior executives at the Program on Negotiation at Harvard Law School.

Guhan Subramanian is the Professor of Law and Business at the Harvard Law School and Professor of Business Law at the Harvard Business School.

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Global Corporate Law

Landmark cases in company law.

Victoria Barnes and Sally Wheeler (eds)

This book aims to add a new dimension to the burgeoning scholarship on landmark cases. The body of literature, which began with studies of key areas of private law, has gathered pace in recent years. It now has such momentum that there is a revisionist trend and a second wave of literature that revisits the first set of case studies. [1] The Landmark Case in… series has, for example, over 10 volumes with more planned. These books focus on foundational cases and typically cover fields of law, such as contract, property, torts, as one might well expect, but also now also extend to the more specialist and idiosyncratic areas of law, namely medical law, intellectual property law and so on. [2] Despite the growth of this literature, there is no such volume on company law.

Company law has escaped attention probably for a simple reason: it is widely understood to be a creature of statute law. This is owing to the prevalence of codes, codifying acts and legislation. The Companies Act of 2006 is a monumental piece of legislative work. Cases, however, played a central role in creating, establishing and influencing legal ideas that were later enshrined within pieces of legislation. Indeed, the key principles and rules in company law can be traced back to the Industrial Revolution of the eighteenth and nineteenth centuries. This formative period is often seen as a fulcrum for modern company law with the rise in enterprise, share ownership and insolvency proceedings. The emergence of big business in the twentieth century too resulted in fundamental changes in structure of socio-economic relations. Doctrines, which emerged during this timeframe, continue to have influence in the present, but their origins in case law have hitherto been understudied.

This book aims to uncover and reveal overlooked but inspirational landmark cases in company law. It redresses the imbalance, and the secondary role assigned to case law, in our understanding of company law. An exercise in unearthing landmark cases can thus be fruitful for a number of reasons. It can shed some much needed light on how, why and when rules came into being (or not). A novel account of company law, using the ‘law in context’ method, can be informative. This contextual analysis is missing from the original law reports as well as the legislation that we see in operation today. A simple read of these sources will only explain the rules themselves. The academic scholarship contained in the chapters within this volume informs and adds to these primary legal resources.

The chapters push beyond a simplistic account of the case that you might see in a textbook or the secondary literature explaining what the law is (or was). These chapters proffer an explanation for why legal rules took the shape that they did. As well as the context, chapters will also reveal new factual details through archival research. These archaeological analyses also provide an account of the case in greater detail.  Such an excavation may inform the reader about legal advisors or the parties in the suit to explain why the litigation arose in this particular way, manner or form. It may also provide insights into why the judges took the view that they did in this case. Drawing on a range of diverse methods and interdisciplinary orientation, these chapters provide some much needed contextualisation, which helps to explain the past, present and future of company law as well as its shape, structure and trajectory.

a)      Explaining the Company

b)     Shareholders As Between Themselves

c)      Protecting the Minority

d)     Way Directors Act

e)      Financing the Company

[1] See Jonathan Herring and Jesse Wall (eds), Landmark Cases in Medical Law (Bloomsbury Publishing 2015); Shaun D Pattinson, Revisiting Landmark Cases in Medical Law (Routledge 2018). Interestingly, the editors of the volume on criminal law decided not to include a chapter on R v Dudley and Stephens (1884) because they felt that Brian Simpson has done it so well in his monograph, nothing new could be added. See Philip Handler, Henry Mares and Ian Williams, ‘Introduction’ in Philip Handler, Henry Mares and Ian Williams (eds), Landmark Cases in Criminal Law (Bloomsbury Publishing 2017) 2.

[2] Charles Mitchell and Paul Mitchell (eds), Landmark Cases in the Law of Restitution (Bloomsbury Publishing 2006); Charles Mitchell and Paul Mitchell (eds), Landmark Cases in the Law of Contract (Bloomsbury Publishing 2008); Charles Mitchell and Paul Mitchell (eds), Landmark Cases in the Law of Tort (Bloomsbury Publishing 2010); Stephen Gilmore, Jonathan Herring and Rebecca Probert (eds), Landmark Cases in Family Law (Bloomsbury Publishing 2011); Nigel Gravells (ed), Landmark Cases in Land Law (Bloomsbury Publishing 2013); Simon Douglas, Robin Hickey and Emma Waring (eds), Landmark Cases in Property Law (Bloomsbury Publishing 2015); Herring and Wall (n 1); Jose Bellido (ed), Landmark Cases in Intellectual Property Law (Bloomsbury Publishing 2017); Eirik Bjorge and Cameron Miles (eds), Landmark Cases in Public International Law (Bloomsbury Publishing 2017); Philip Handler, Henry Mares and Ian Williams (eds), Landmark Cases in Criminal Law (Bloomsbury Publishing 2017); Satvinder Juss and Maurice Sunkin (eds), Landmark Cases in Public Law (Bloomsbury Publishing 2017).

The Global Corporate Law brings together those exploring the company regulation from around the globe. In the present era of de-globalisation, policy-makers have been either slow, reluctant or unwilling to recognise the importance of global exchanges. Following the disruption to supply chains in the wake of Brexit and now the conflict in Ukraine, there is now widespread acknowledgement that commerce is global in nature. Yet, the international commercial exchanges are not themselves new. Companies have long looked to new markets to expand and entrepreneurs have built new customer bases overseas since time immemorial. Traders have often sought finance, agents or intermediaries to facilitate the sale of goods. Law, of course, influences the terms of commercial transactions at all levels.

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Important caselaws on Company law

Leading Cases on Company Law

As the trend of asking questions have been changed by ICAI, I thought this might be useful. I compiled these decided case laws from various sources like RTP, study module, compilation of suggested answers. I am laying down only those which I feel important from examination point of view. These caselaws make the concept even clearer because example is a better teacher.

Cases on separate legal entity

Kandoli tea company Ltd(1886)

Facts Certain persons transferred their properties in the name of company on which tax was payable.

Petition Petitioners claimed exemption from such tax on the ground that the transfer was from them individually to themselves in another name.

Judgment Company is separate from its shareholders and this should be treated as transfer.

Saloman Vs. Saloman & Co. Ltd. (1895 - 99)

Facts- Saloman sold his business to a company named Saloman & Company Ltd., which he formed. Saloman took 20,000 shares. The price paid by the company to Saloman was 30,000, but instead of paying him, cash, the company gave him 20,000 fully paid shares of 1 each &10,000 in debentures. The company wound up & the assets of the company amounted to 6,000 only. Debts amounted to 10,000 due to Saloman & Secured by debentures and a further 7,000 due to unsecured creditors. The unsecured creditors claimed that as Saloman & Co. Ltd., was really the same person as Saloman, he could not owe money to himself and that they should be paid their 7,000 first.

1. A Company is a "legal person" or "legal entity" separate from and capable of surviving beyond the lives of, its members.

2. The company is not in law the agent of the subscribers or Trustee for them.

3. Saloman was entitled to 6,000 as the company was an entirely separate person from Saloman.

4. The unsecured creditors got nothing.

Lee Vs. Lee's Farming Co. Ltd. (1960)

Facts- Lee incorporated a company of which he was the managing director. In that capacity he appointed himself as a pilot of the company. While on the business of the company he was lost in a flying accident. His widow claimed compensation for personal injuries to her husband while in the course of his employment. It was argued that no compensation was due because L & lee's Air Farming Ltd. were the same person.

1.L was separate person from the company he formed and compensation was payable.

2. His widow recovered compensation under the Workmen's Compensation Act

3. A member of a company can contract with a company of which he is a shareholder.

4. The directors are not precluded from being an employee of the company for the purpose of workmen's compensation legislation.

MacauraVs. Northern Assurance Co. Ltd. (1925)

Facts- M was the holder of nearly all the shares except one of a timber company. He was also a substantial creditor of the company. He insured the company's timber in his own name. The timber was destroyed by fire & M claimed the loss from Insurance Company.

1.The Insurance Company was not held liable to him.

2.A shareholder cannot insure the company's property in his own name even if he is the owner of all or most of the company's shares.

Lifting of corporate veil

Gol ford Motor Co. Vs. Home (1933)

Facts- Home was appointed as a managing director of the plaintiff company on the condition that "he shall not at any time while he shall hold the office of a managing director or afterwards, solicit or entice away the customers of the company." His employment was determined under an agreement.

Shortly afterwards he opened a business in the name of a company which solicited the plaintiffs customers.

Judgment-It was held that the company was a mere cloack or shaw for the purpose of enabling the defendant to commit a breach of his covenant against solicitation. The court will refuse to uphold the separate existence of the company where it is formed for a fraudulent purpose or to avoid legal obligations.

Daimler Co. Ltd. Vs. Continental Tyre & Rubber Co. Ltd. (1916)

Facts- In a company incorporated in England for the purpose of selling tyres manufactured in Germany by a German Company, all the shares except one was held by the German subjects residing in Germany. The remaining one was held by a British. Thus the real control of English Company was in German hands. Question arose whether the company had become an enemy company due to war&should be barred from maintaining the action.

1.A Company incorporated in United Kingdom is a legal entity, a creation of law with the status & capacity which the law confers.

2.It is not a natural person with mind or conscience. It can neither be loyal nor disloyal. It can be neither friend nor enemy. But it can assume enemy character when persons in defacto control of its affairs are residents in any enemy country or whenever resident, are acting under the control of enemies.

3.Held that company was an enemy company for the purpose of trading and therefore it was, barred from maintaining the action.

Workmen employed in associated rubber industries

Facts A subsidiary company was formed wholly by the holding company with no assets of its own except those transferred to it by the holding company, with no business or income of its own except receiving dividend from shares transferred to it by the holding company.

Judgment Court held that the company was formed as a devide to reduce the profitsof the holding company and thereby reduce the bonus to workmen.

F.G.Films Ltd., case

Facts An American company produced a film in India actually in the name of British company wherein 90% of the share capital was held by the chairman of the American company which financed the production of the film.

Judgement The contention of the sensor board of films refusing to register the film on the ground that British company has acted merely as an agent of British company was correct.

COI is conclusive evidence that all the requirements have been complied with

Moosa Goola Arif Vs Ibrahim Goola Arif

Facts Company registered on the basis of MOA&AOA signed by two persons and a guardian on behalf of 5 minor members. Guardian signed separately for each of 5 memebers. The ROC however registered the company and issued under his hand a certificate of incorporation.

Petition Plaintiff contended that COI should be declared as void.

Judgment The court held the certificate to be conclusive for all purposes.

Jubilee Cotton Mills Ltd.,

Facts The ROC issued a COI on Jan 8thbut dated it Jan 6thwhich was the date he received application. On Jan 6ththe company made an allotment of shares to Lewis

Judgment Court held that certificate was conclusive evidence of incorporation on Jan 6thand that the allotment was not void on the ground that it was made before the company was incorporated.

Decided case on objects clause of MOA

Crowns bank case

Facts A companys objects clause enabled it to act as a bank and further to invest in securities and to underwrite issue of securities. The company abandoned its banking business and confined itself to investment activities.

Judgment Court held that the company was not entitled to do.

Doctrine of ultravires

Ashbury railways carriage & Iron Co Ltd Vs Riche

Facts A railway company was formed with an object of selling railway wagons. The directors entered into a contract with Richie to finance the construction of railway line. The shareholders later rejected the contract as ultravires.

Judgment The court held that the contract was ultravires and therefore null and void.

Doctrine of indoor management / Turquand rule

Royal British Bank Vs. Turquand (1856)

Facts- The Directors of a company borrowed a sum of money from the plaintiff. The company's articles provided that the directors might borrow on bonds such sums as may from time to time be authorised by a resolution passed at a general meeting of the company. The shareholders claimed that there had been no such resolution authorising the loan and, therefore, it was taken without their authority. The company was however held bound by the loan. Once it was found that the directors could borrow subject to a resolution, the plaintiff had a right to infer that the necessary resolution must have been passed.

1.Persons dealing with the company are bound to read the registered documents and to see that the proposed dealing is not inconsistent therewith.

2.Outsiders are bound to know the external position of the company, but are not bound to know its indoor management.

3.Company may ratify the ultra vires borrowing by the directors if it is taken bonafide for the benefit of the company.

Exception to Turquand rule

Ruben Vs. Great Fingall Consolidated (1906)

Facts- The plaintiff was the transferee of a share certificate issued under the seal of a defendant company. The certificate was issued by the company's secretary, who had affixed the seal of the company & forged the signatures of two directors.

1.It is quite true that persons dealing with limited liability companies are not bound to enquire into their indoor management and will not be affected by irregularities of which they have no notice. But the doctrine of indoor management, which is well established, applies to irregularities which otherwise might affect a genuine transaction. It can't apply to a forgery.

2.Plaintiffs suit for damages did not succeeded because turquand's rule did not apply where the document was forged.

Anand Biharilal Vs Dinshaw and Co.,

Facts The plaintiff accepted a transfer of the companys property from its accountant.

Judgment The court held that since it is beyond the scope of an accountants authority, it was held void.

The offer in prospectus should be made to public (atleast to 50 persons)

Nash Vs Lynde

Facts Some copies of documents marked strictly confidential and containing particulars of a proposed issue of shares, were sent by the managing director to his relatives and friends. Thus the document was passed on privately through a small circle of friends of directors.

Judgment The court held that there was no issue to public, and it doesnot amount to prospectus as it was not offered to public.

Who can sue on a false and misleading prospectus

Only primary market allotees

Peek Vs Gurney

Facts A fraudulent prospectus was issued by the directors. Peek received a copy of it and did not took any shares. After several months Peek bought few shares from the stock exchange.

Judgment His action against the directors for fraudulent prospectus was rejected as he took the shares throughthe secondary market.

Misc. Case laws

Needle Industries Ltd. Vs. Needle Industries ly (India) Holding Ltd. (1981)

Facts-The articles of a private company contained a clause that when the directors decided to increase the capital of the company by the issue of shares the same should be offered to the shareholders, and if they failed to take, may be offered to others. The company was a wholly owned subsidiary of an English Company. The Govt, of India adopted a policy of diluting foreign holdings. The company accordingly issued shares to its employees and relatives reducing the foreign holding to 60%. The company became a deemed public company because more than 28% of its share capital was held by a body corporate.

1.A deemed public company is neither a private company nor a public company but a company in a third category.

2.If the power of appointing additional directors is delegated to the Board by the articles, the Board can appoint additional directors without taking this item on the agenda of its meeting.

Gramophone Ltd. Vs. tanley (1908)

1."Even a resolution of a numerical majority, at a general meeting cannot impose its will upon the directors. When the articles have confided to them the control of the company's affairs."

2.A company will be regarded as an Indian Company even if it is incorporated in India by promoters of foreign nationality.

T.R. PRATT Ltd. Vs. Sasson & Co. Ltd. (1936)

Facts- There were three companies, namely, 'S\ 'MT' & 'P' Company. S company had been financing P Company for a number of years and all transactions of loans were entered into through the agency of MT Company which held almost all the shares of P Company. The Directors of MT Company were also the Directors of P Company and this fact was known to S Company. An equitable mortgage was created on the property of 'P' Company for a loan granted by S to MT Company. In the winding up of P Company, it was held that the official liquidator was entitled to avoid the equitable mortgage as S Company had the knowledge of the facts through its directors.

1.Just as in case of agency, a notice to agent will amount to a notice to the principal, in the same way a notice to director will be deemed as a notice to the company.

2.Money having borrowed and used for the benefit of the principal, i.e. company in either paying off debts or for its legitimate business, the company could not repudiate its liability on the ground that the agents i.e., directors had no authority from the company to borrow.

3. "Under the law an incorporated company is a distinct entity, and although all the shares may be practically controlled by one person, in law a company is a distinct entity and it is not permissible or relevant to enquire whether the directors belonged to the same family or whether it is compendiously described as one man company.

EwingVs. Butter Cut Margarine Company Ltd. (1917)

Facts- The plaintiff was an incorporated firm carrying on substantial business under the trade name of Butter Cap Dairy Company. The defendant company was registered to trade in similar commodities and selected the name bonafide believing that there was no other company in existence with a similar name. The plaintiff alleged that the name of the company would lead to confusion and was detrimental to the plaintiffs business.

Judgment-Plaintiff was entitled to restrain the ly registered company from carrying on business on the ground that the public might reasonably think that the registered company was connected with his business.

Mackinnon Mackenzee & Co. Re, (1967)

Facts- A Company desired to shift its registered office from the State of West Bengal to Bombay. The Company's petition was resisted by the state on the grounds of loss of revenue.

Judgment- Held that there is no statutory right of the state, as a state, to intervene in an application made u/s 17 for alteration of the place of the registered office of a company. To hold that the possibility of the loss of revenue is not only relevant, but of persuasive force in regard to the change is to rob the company of the statutory power conferred on it by Sec. 17. The question of loss of revenue to one state would have to be considered in the total conspectus of revenue for the Republic of India and no parochial consideration should be allowed to turn the scale in regard to change of registered office from one state to another within India.

Scientific Poultry Breeder's Association, Re (1933)

Facts- Memorandum of the company prohibited payment of any remuneration to the directors. When the business of the company increased it was found that the directors could not pay sufficient attention unless some remuneration was paid to them.

Judgment-Company was allowed amendment to enable it to pay remuneration to its managers, which was formerly forbidden, being necessary for efficient management.

Re Cyclists Touring Club. (1907)

Facts- The Company's business was to promote, assist & protect cyclists on the public roads. The company by altering the object clause desired to include among the persons to be assisted all tourists including motorists.

1.The club not allowed to undertake protection of motorists also, as cyclists had to be protected against motorists.

2.It was impossible to combine the two business as one of the objects of the company was to protect cyclists against motorists.

Peveril Gold Mines Ltd. Re (1898)

Facts- The articles provided that no winding up petition could be presented without the consent of two directors or unless a resolution to wind up was passed at a general meeting or the petitioner held one-fifth of the share capital. None of these conditions was fulfilled.

1.Restriction was invalid & the petition could be presented.

2.Sec. 439 of the Companies Act, 1956 confers the right on a shareholder to petition for winding up of the company in certain circumstances.

This right can't be excluded or limited by the articles.

3.Each member is entitled to say that there shall be no breach of the Articles and he is entitled to an injunction to prevent breach.

Hulton Vs. Scarborough Cliff Hotel Co. (1865)

Facts- A resolution passed at a general meeting of a company altered the articles by inserting the power to issue shares with preferential dividend. The memorandum contained no such power.

The alteration was inoperative.

Erlanger Vs. Sombrero Phosphate Co. (1878)

Facts- Erlanger was the head of a syndicate who purchased an Island containing mines of Phosphate for 55,000 pounds Then formed a company to buy this Island. A contract was made between X a nominee of the syndicate and the company for its purchase at 1,10,000 pounds. A prospectus was then issued. Many persons took shares. The company failed & the liquidator sued the promoter for the refund of the profit.

1.Promoters stand in a fiduciary position. They have in their hands the creation & moulding of the company.

2.The promoters is in the situation a kin to that of a trustee of the company, & his dealings with it must be open and fair.

3.Promoter is guilty of breach of trust if he sells property to the company without informing the company that the property belongs to him or he may commit a breach of trust by accepting a bonus or commission from a person who sells property to the company.

Published by

Vinay Raja (student-IPCC) Category Corporate Law   Report

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Notable Commercial Law Cases

Commercial law, otherwise known as trade law, is a broad term that includes many different fields like corporate law and antitrust law. As a branch of civil law, commercial law cases involve businesses and their commercial transactions within many spheres.

It is also susceptible to major political undercurrents such as Brexit, which is exemplified in the first case below. 

European Medicines Agency v Canary Wharf Group [2019] EWHC 335 

This was a landmark commercial law case in which European Medicines Agency argued that their long-term lease office lease in Canary Wharf was ‘frustrated’ by Brexit and the contract could not be fulfilled, as they had to relocate to Amsterdam.

Mr Justice Smith ruled in favour of Canary Wharf, concluding that Brexit did not constitute a ‘frustrating event’ as it did not fundamentally alter the performance of the contract or radically change the purpose of the contract.

The judge found that the EMA had the ability to sub-let the premises under the current contract and any ‘frustration’ was not arising from unforeseen circumstances. European Medicines Agency had signed the lease under the jurisdiction of English law.

That meant that the legal standards for ‘frustration’ were not met and they were bound to their contractual obligations despite being a European organisation.  European Medicines Agency decided to accept the ruling and sublet their Canary Wharf office to WeWork.

This case had significant implications as it established that Brexit did not provide sufficient grounds to create‘frustration’ and to allow a business to escape contractual obligations. This will inevitably provide a greater degree of certainty to the property market and ensure that Brexit will not have a major destabilising effect on existing contracts.

Tillman v Egon Zehnder Ltd [2019] UKSC 32

In this commercial law case, the Supreme Court considered the circumstances in which an offending portion of a non-compete clause should be severed. 

Global search and recruitment company Egon Zehnder hired Ms Tillman to work in the financial services team under a contract of employment. This contract included a non-compete clause in which Tillman agreed that she would not “ directly or indirectly engage or be concerned or interested in” any business carried out with competitors of EZ UK or the EZ Group for a period of sixth months subsequent to the termination of her employment. 

However, shortly after her employment came to an end in 2017, Tillman notified EZ of her intention to work for a competitor. She argued that her non-compliance with the non-compete clause was a result of its nature as an unreasonable restraint of trade, and thus it was void. 

The appellant applied for an injunction to enforce the non-compete clause; it was granted by the High Court which found that the use of “interested in” (in the non-compete clause) did not warrant an unreasonable restraint of trade. However, the Court of Appeal overruled the judgement and the appellant appealed to the Supreme Court which restored the High Court injunction. 

The Supreme Court considered three primary issues in regards to the enforceability of the non-compete clause:

• The restraint of trade: the Supreme Court upheld that on the facts, the employment contract in question imposed a restraint on trade and it was permitted to do so
• The scope and meaning of “interested in”: the court conceded that the construction of the phrase “interested in” barred Tillman from having any shareholding. This was found to be an unreasonable restraint of trade which voided the non-compete clause, subject to severance 
• Severance: the Court judged that the words “interested in” could be severed from the contract hence repudiating their unreasonable effect. This was on the basis of two prerequisites: they could be removed without needing to modify the rest of the contract and without altering the overall character of the contract. 

Therefore, the Supreme Court held that the rest of the contract was enforceable and Tillman was fairly restrained from seeking employment at a competitor’s firm. This case was significant as it clarified the application of the severance principle in restraint of trade cases and emphasised the importance of drafting explicit contracts and restrictive covenants. 

Wood v Capita Insurance Services Ltd [2017] UKSC 24

This commercial law case prompted the Supreme Court to reassess the principles of contractual interpretation; it considered the balance between contextualism (the commercial context in which the clause was drafted) and textualism (the literal meaning of a clause).  

This had two major precedents: Arnold v Britton & ors [2015] UKSC 36 and Rainy Sky SA v Kookmin Bank [2011] UKSC 50. In Arnold v Britton , the Court prioritised textualism, whereas in Rainy Sky SA v Kookmin Bank the Court preferred a commercial common sense approach towards interpreting contractual ambiguities. 

In Wood v Capita Insurance Services the Supreme Court contemplated competing interpretations of an opaque indemnity clause in a sale and purchase agreement for an insurance broker. The purchaser (Capita) bought a car insurance company and was indemnified “in respect of losses derived from the mis-selling or suspected mis-selling of insurance products prior to the sale” or warranty claims made within two years. 

Upon discovering that the company had potentially mis-sold insurance to customers, it reported this to the Financial Services Authority which imposed a remediation scheme upon the purchaser to compensate customers. This led to Capita incurring a loss of approximately £1.35 million. The purchaser argued that this loss fell within the scope of the indemnity clause. The sellers proposed that as there had not been any complaints or claims made against the company and the losses incurred were due to self-reporting, the indemnity clause did not apply. 

The Supreme Court upheld the Court of Appeal’s decision in favouring the seller’s narrow interpretation of the contract. In doing so, it considered the commercial context in which the buyers had an interest in securing a broad indemnity clause whereas the sellers had an interest in acquiring a narrow one. It also examined the language of the contract which favoured the sellers. 

The Supreme Court arrived at the view that textualism and contextualism are not “conflicting paradigms” but rather tools to interpret the language within contracts. This affirmed that a balance needed to be struck between the two as contractual interpretation is a unitary procedure, hence the decisions in Arnold v Britton and Rainy Sky SA v Kookmin Bank are not at odds.

Words: Devangi Dave

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ACLU, Firms See Fifth Circuit Gains in Abusive Policing Suits

By Caitlin McLean

The ACLU of Louisiana reports unforeseen success teaming up with pro bono attorneys to challenge qualified immunity, including cases before the federal appellate court viewed as the nation’s most conservative.

Since its creation in 2020, the ACLU of Louisiana’s Justice Lab pilot program says it has won over 80 legal victories in state and federal courts, including 34 qualified immunity challenges. In total, the program has dealt with 59 qualified immunity cases. Qualified immunity wins, according to the group focusing on allegations of racist police practices, means a court ruled that law enforcement actions violated established rights, allowing a suit to proceed.

Nora Ahmed, the legal director for the ACLU in Louisiana, said the rights group notably has been “pleasantly surprised” at the “movement we’ve made” at the US Court of Appeals for the Fifth Circuit, which covers Texas, Mississippi, and Louisiana. “Getting reversals on qualified immunity—that has been something that we did not necessarily anticipate.”

The doctrine of qualified immunity created by the Supreme Court shields government officials from suits alleging violations of constitutional rights. In the law enforcement context, it has come under scrutiny since the 2020 killing of George Floyd, a Black man, by a white Minneapolis police officer prompted a nationwide reckoning over race and policing.

But a 2024 report by the public interest law firm The Institute for Justice underscores the difficulty in overcoming qualified immunity defenses. The study, which analyzed all federal qualified immunity appeals between 2010 and 2020 found that 59% of the time courts, ruled solely in favor of public officials. Courts resolved appeals in favor of accusers 24% of the time.

The Fifth Circuit, a more conservative court, resolved appeals solely in favor of accusers least often among all circuits, just 16% of the time.

But Justice Lab has prevailed in seven qualified immunity challenges before the Fifth Circuit. Four others are pending, and three were losses.

Potential Shift

Joanna Schwartz, a professor at UCLA School of Law who teaches and writes on qualified immunity, isn’t surprised by Justice Lab’s success before the Fifth Circuit as it could indicate a broader shift in how courts look at the issue.

“It seems that the tide is turning to some degree. And in fact, there are some real skeptics about qualified immunity on the court, and there have been a number of pretty passionately written reversals of lower courts on qualified immunity,” Schwartz said.

Notable Justice Lab wins at the Fifth Circuit include a ruling in June in which the court confirmed the denial of qualified immunity in the police shooting of a man who the group said was having a mental health crisis.

And last August, the Fifth Circuit upheld a lower court decision in the case of a man Justice Lab says was “illegally frisked” by police during an “unnecessary traffic stop.” The ruling allowed the case to move forward at the time.

‘Resources, Brainpower’

Schwartz credited Justice Lab success to the skill of the ACLU and its lawyers in arguing cases.

Fifty law firms, 19 legal clinics, and five community partners helped the Justice Lab litigate cases, securing $500,000 in settlements for clients’ families, according to the ACLU of Louisiana. Big Law partners include Linklaters, White & Case, and Freshfields Bruckhaus Deringer.

Noelle Williams, a Freshfields associate, said support for projects like the work being done at the ACLU of Louisiana is important to change “unfavorable law” in the Fifth Circuit.

“Putting all of that time and effort and resources and brainpower behind some of these social justice issues, is really the way to move the needle,” Williams said.

Ahmed said achieving Justice Lab goals will require similar efforts nationally.

“For the actual change that we’re looking for to occur across the country, a pilot program like this effectively needs to be running in every state with a distinct commitment to bringing these types of cases because it’s these types of cases that we strongly believe prevent the murders,” Ahmed said.

To contact the reporter on this story: Caitlin McLean in Washington at [email protected]

To contact the editors responsible for this story: Seth Stern at [email protected] ; John Crawley at [email protected]

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FTC Investigation Leads to Lawsuit Against TikTok and ByteDance for Flagrantly Violating Children’s Privacy Law

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On behalf of the Federal Trade Commission, the Department of Justice sued video-sharing platform TikTok, its parent company ByteDance, as well as its affiliated companies, with flagrantly violating a children’s privacy law—the Children’s Online Privacy Protection Act—and also alleged they infringed an existing FTC  2019 consent order against TikTok for violating COPPA.

The  complaint  alleges defendants failed to comply with the COPPA requirement to notify and obtain parental consent before collecting and using personal information from children under the age of 13.

“TikTok knowingly and repeatedly violated kids’ privacy, threatening the safety of millions of children across the country,” said FTC Chair Lina M. Khan. “The FTC will continue to use the full scope of its authorities to protect children online—especially as firms deploy increasingly sophisticated digital tools to surveil kids and profit from their data.”

“The Justice Department is committed to upholding parents’ ability to protect their children’s privacy,” said Principal Deputy Assistant Attorney General Brian Boynton. “This action is necessary to prevent the defendants, who are repeat offenders and operate on a massive scale, from collecting and using young children’s private information without any parental consent or control.”

ByteDance and its related companies allegedly were aware of the need to comply with the COPPA Rule and the 2019 consent order and knew about TikTok’s compliance failures that put children’s data and privacy at risk. Instead of complying, ByteDance and TikTok spent years knowingly allowing millions of children under 13 on their platform designated for users 13 years and older in violation of COPPA, according to the complaint.

As of 2020, TikTok had a policy of maintaining accounts of children that it knew were under 13 unless the child made an explicit admission of age and other rigid conditions were met, according to the complaint. TikTok human reviewers allegedly spent an average of only five to seven seconds reviewing each account to make their determination of whether the account belonged to a child. 

The company allegedly continued to collect personal data from these underage users, including data that enabled TikTok to target advertising to them—without notifying their parents and obtaining their consent as required by the COPPA Rule. Even after it reportedly changed its policy not to require an explicit admission of age, TikTok still continued to unlawfully maintain and use personal information of children, according to the complaint.

TikTok’s practices prompted its own employees to raise concerns. As alleged, after failing to delete numerous underage child accounts, one compliance employee noted, “We can get in trouble … because of COPPA.”

In addition, the complaint alleges that TikTok built back doors into its platform that allowed children to bypass the age gate aimed at screening children under 13. TikTok allegedly allowed children to create accounts without having to provide their age or obtain parental consent to use TikTok by using credentials from third-party services like Google and Instagram. TikTok classified such accounts as “age unknown” accounts, which grew to millions of accounts, according to the complaint.

Even when it directed children to use the TikTok Kids Mode service, a more protected version for kids, the complaint charges that TikTok collected and used their personal information in violation of COPPA. It also alleges that TikTok collected numerous categories of information and far more data than it needed, such as information about children’s activities on the app and multiple types of persistent identifiers, which it used to build profiles on children, while failing to notify parents about the full extent of its data collection and use practices. For example, TikTok shared this personal data with third parties such as Facebook and AppsFlyer to persuade existing Kids Mode users to use the service more after their use had declined or ceased, through a practice TikTok called “retargeting less active users,” according to the complaint.

TikTok also allegedly made it difficult for parents to request that their child’s accounts be deleted. When parents managed to navigate the multiple steps required to submit a deletion request, TikTok often failed to comply with those requests. TikTok also imposed unnecessary and duplicative hurdles for parents seeking to have their children’s data deleted. That practice allegedly continued even after the executive responsible for child safety issues told TikTok’s then-CEO, “we already have all the info that’s needed” to delete a child’s data when a parent requests it, yet TikTok would not delete it unless the parent fills out a second, duplicative form. If the parent did not do that, the executive allegedly added, “then we have actual knowledge of underage user[s] and took no action!”

The complaint also claimed that TikTok began violating the  terms of the 2019 FTC order shortly after it went into effect. Two TikTok entities (previously Musical.ly and Musical.ly Inc., which ByteDance acquired in 2017 and renamed) agreed to the terms of the order to settle allegations that they violated the COPPA Rule by unlawfully collecting personal information from children under the age of 13.

Additionally, the complaint alleges that TikTok failed to:

• notify parents about all of the personal data they were collecting from children;
• obtain parental consent for the collection and use of that data;
• limit the collection, use, and disclosure of children’s personal information; and
• delete children’s personal information when requested by parents or when it was no longer needed.

The complaint asks the court to impose civil penalties against ByteDance and TikTok and to enter a permanent injunction against them to prevent future violations of COPPA. The FTC Act allows civil penalties up to $51,744 per violation, per day.

The Commission voted 3-0-2 to refer the complaint to the Department of Justice. Commissioners Melissa Holyoak and Andrew N. Ferguson were recused from participating. The complaint was filed in the U.S. District Court for the Central District of California.

NOTE: The Commission files a complaint when it has “reason to believe” that the named defendants are violating or are about to violate the law and it appears to the Commission that a proceeding is in the public interest. The case will be decided by the court.

The United States is represented in this action by Assistant Directors Rachael L. Doud and Zachary A. Dietert, and Trial Attorneys Ben Cornfeld and Marcus P. Smith, of the Civil Division’s Consumer Protection Branch. Jonathan W. Ware, Iris Micklavzina, Sarah Choi and Michael Sherling represent the FTC’s Bureau of Consumer Protection.

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An Escalating War in the Middle East

Tensions are on a knife edge after israel carried out a strike on the hezbollah leader allegedly behind an attack in the golan heights..

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Over the past few days, the simmering feud between Israel and the Lebanese militia Hezbollah, has reached a critical moment.

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Background reading

Israel says it killed a Hezbollah commander , Fuad Shukr, in an airstrike near Beirut.

The Israeli military blamed Mr. Shukr for an assault on Saturday that killed 12 children and teenagers in the Israeli-controlled Golan Heights.

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Ben Hubbard is the Istanbul bureau chief, covering Turkey and the surrounding region. More about Ben Hubbard

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