{"title":"Charges over Chattels - Issues in the Fixed/Floating Jurisprudence","authors":"S. Atherton, R. Mokal","doi":"10.2139/SSRN.593448","DOIUrl":"https://doi.org/10.2139/SSRN.593448","url":null,"abstract":"This practitioner-oriented paper provides a comprehensive synthesis of the factors identified in English case-law as relevant to the somewhat neglected question whether a charge over chattels is fixed or floating. The paper also conducts an exhaustive analysis of the situations in which a court might examine post-contractual conduct in order to answer this question. Further, (a) it derives a test from the recent judgment in Ashborder BV v Green Gas Power Limited [2004] EWHC 1517 to ascertain whether particular assets subject to a charge are capable, in their nature, of being disposed of in the ordinary course of the debtor's business, (b) it examines and criticises the problematic decision in Re Cimex Tissues Limited [1995] 1 BCLC 409 in the light of Holroyd v Marshall (1862) 10 HL Cas 191 et al, and (c) in the context set by the Privy Council's advice in Re Goldcorp Exchange Limited (in receivership) [1995] 1 AC 74, it highlights the importance of identifying with sufficient specificity assets intended to be subjected to a fixed charge.","PeriodicalId":166273,"journal":{"name":"The company lawyer","volume":"56 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2004-09-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"133627484","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
{"title":"The Separation of Ownership and Control Under a Happiness-Based Theory of the Corporation","authors":"J. Mcconvill","doi":"10.4324/9781003076513-3","DOIUrl":"https://doi.org/10.4324/9781003076513-3","url":null,"abstract":"Explores the happiness-based theory of the corporation, suggesting that there is no conflict between the pursuance of economic and social objectives on the basis that their interplay is required to facilitate shareholder happiness. Considers: (1) the Berle-Means hypothesis and the separation of ownership and control, the dominant governance structure for large companies; (2) a happiness-based perspective on the separation; and (3) law reform applicable to a happiness-based theory. Argues that the separation of ownership and control is not in shareholders' best interests because the structure is not conducive to the happiness of individual shareholders and should be reformed.","PeriodicalId":166273,"journal":{"name":"The company lawyer","volume":"78 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"1900-01-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"126988451","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}