Thursday, 27 June 2013

UK: Scotland: Court of Session considers meaning of 'company' in investment syndicate constitution

Lord Hodge delivered his opinion yesterday in Symphony Equity Investments Ltd. v Shakeshaft [2013] CSOH 102. In doing so he was required to interpret an investment syndicate's constitution, one of the terms of which required a majority of the syndicate's members to approve in advance investments over a certain limit made in a 'single investment company'. The meaning of the word 'company' was disputed. Lord Hodge held that 'company' referred to a single, individual company with its own legal personality. There was, he observed, no ambiguity in the phrase 'single investee company' and he rejected the argument that 'company' should be capable of referring to an undertaking, such as a corporate group, where activities were carried out by different companies. The constitution, he noted, had been drafted by skilled solicitors with extensive commercial experience, who should be taken as being very familiar with the principle of separate corporate personality. Moreover, had they wished to restrict the board's power of investment in companies within a group, they could have chosen words which clearly achieved that result.

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