Abstract:
This article aims to address some of the more conceptual questions about companies sitting behind two recent cases. Lord Scott in the House of Lords described Stone & Rolls Ltd v Moore Stephens [2009] 1 AC 1391 as difficult but the facts in Stone & Rolls and the subsequent Court of Appeal case Safeway Stores Ltd v Twigger [2010] EWCA Civ 1472 could hardly be simpler. It is argued that the apparent complexities (and the occasional counter-intuitive outcomes) expose a fundamental misconception about the structure of companies brought about by the unwillingness in UK company law to acknowledge the place of the board in the company. The application of Meridian Global Funds Management Asia Ltd v Securities Commission [1995] 2 AC 500 is also discussed.