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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

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These three sets of case studies showcase how law firms in North America are innovating as businesses. They feature leading examples of law firms changing how they manage their own people, and how they are reinventing services and delivery models.

All the case studies were researched, compiled and ranked by RSGI. “Winner” indicates that the organisation won an FT Innovative Lawyers Europe award for 2023. The full list of award winners is available here.

More on FT.com: Best practice case studies

Read the other FT Innovative Lawyers North America ‘Best practice case studies’, which showcase the standout innovations made for and by people working in the legal sector:

Practice of law In-house

Knowledge and data

Orrick, Herrington & Sutcliffe: WINNER Originality: 8; Leadership: 9; Impact: 8; Total: 25 Orrick partnered with Italian venture capital group Pi Campus’s Pi School programme, which provides software engineers with real-world industry experience, to develop a machine-learning tool for use by the firm. It uses natural language processing to analyse client data and tag it with descriptions, such as a client’s sector. The tool’s accuracy on client tagging is 90 per cent, compared with 50 per cent when done by people.

BakerHostetler

O: 9; L: 8; I: 7; Total: 24

The information services department at BakerHostetler improved a litigation analytics tool by adding a generative AI element that can extract data from PDFs and Microsoft Word documents to identify patterns that had previously been missed. Clients can see the data visualised for a clearer picture of trends across litigation, transactions and legal spend.

Morgan, Lewis & Bockius

O: 8; L: 8; I: 8; Total: 24

The firm launched a tool to give its lawyers easy access to important information about clients — for example, what they need to know when working with a new client for the first time. It combines the firm’s existing data on clients and active legal matters with third-party information — such as daily stock prices, news stories, and Securities and Exchange Commission filings.

Highly commended

White & Case O: 7; L: 8; I: 7; Total: 22 The client experience team at White & Case developed a platform on which “client experience blueprints” record specific preferences, sticking points and other information. The aim is to create a more consistent experience for clients globally, and to help lawyers anticipate their needs. The “blueprints” are in use across the firm, including in project development and finance, M&A, and commercial litigation practices.

Reed Smith O: 6; L: 8; I: 7; Total: 21 A new platform at Reed Smith automates the allocation of work to organise resources efficiently, optimise pricing, and involve associates in bids for work in a more consistent way. AI helps to match lawyers’ particular skills with available work. More than 95 per cent of associates at the firm use the platform.

McDermott Will & Emery O: 6; L: 8; I: 6; Total: 20 The knowledge management team at the firm created a searchable hub, for M&A and private equity work, which organises key data and provides insights on clients, deal dates, and values and agreement types. The team can collate relevant information for new matters based on lawyers’ past searches and proactively send it to them.

Ballard Spahr O: 7; L: 5; I: 7; Total: 19 The client value and innovation team developed a tool, Cognitive Services, that uses generative AI and a Microsoft suite of off-the-shelf AI tools to spot patterns in profitable and unprofitable legal work. It then applies the lessons learned to future client work and business development.

Digital solutions

Kirkland & Ellis: WINNER Originality: 7; Leadership: 9; Impact: 9; Total: 25 The investment funds team built a platform, SideTrack, that automates the creation and tracking of side letters. These contain additional terms agreed in contracts that vary between many separate investors. The side letters are included in information, dubbed “most favoured nation” documents, where they can be viewed and commented on by investors. SideTrack allows efficient processing of such documents, often hundreds of pages, and tracks side letters globally to avoid duplication of terms. It stores 100,000 side-letter provisions and has been used in more than 300 matters since its launch in 2023. Commended individual: James Desjardins

Troutman Pepper Hamilton Sanders O: 8; L: 8; I: 8; Total: 24 The firm has released its own generative AI application, Athena, which uses OpenAI’s chatbot system but ensures client data is not shared externally — to avoid privacy and data security concerns. Athena has been released across the firm, after being trialled in the marketing department. Of the 500 users a day, 150 are lawyers.

Ballard Spahr O: 7; L: 8; I: 8; Total: 23 The fintech team created an application that handles business licences and government obligations for consumer financial services clients, with dashboards and checklists to help clients navigate licensing requirements and filing deadlines for each US state. The application, which is free, is run by a team of lawyers who respond to any legal queries that arise. Commended individual: Lisa Lanham

Cooley O: 8; L: 8; I: 7; Total: 23 Last year, the firm launched an improved version of its Vanilla platform, which is focused on venture capital and other asset managers. It helps to set up, administer, and close private investment funds. Added services include compliance with sanction requirements.

King & Spalding O: 7; L: 7; I: 8; Total: 22 The ediscovery practice has made a number of updates to its technology, including a document review system for data contained in communication apps such as Slack, Teams and WhatsApp. One new tool helps to identify and log privileged information in large data sets, while another automatically removes irrelevant documents from searches.

Willkie Farr & Gallagher O: 7; L: 7; I: 7; Total: 21 The asset management department worked with the IT team to create a platform that helps clients manage fund administration while ensuring regulatory compliance. The service was developed for private equity group Glendower Capital, but is now available to other clients.

Morgan, Lewis & Bockius O: 7; L: 7; I: 6; Total: 20 The knowledge management and practice services team worked with the intellectual property practice to create VizBridge. This presents clients’ trademark portfolios and their product development plans as an interactive world map, to aid strategic decision making. Commended individual: Rachelle Dubow

Reed Smith O: 7; L: 7; I: 6; Total: 20 The financial services litigation team created an app that helps paralegals and lawyers draft litigation briefs faster and more cheaply. Although the app’s first drafts must be checked and amended by lawyers, the firm estimates the overall time to produce a high-quality brief is cut by 50 per cent or more. Commended individual: Diane Bettino

Eversheds Sutherland O: 6; L: 7; I: 6; Total: 19 The firm developed a searchable database of legal requirements for Meta — owner of Facebook, Instagram and WhatsApp — covering data security requirements in jurisdictions across the globe.

Ropes & Gray O: 7; L: 6; I: 6; Total: 19 In partnership with civil rights lawyer Andrew Stroth and campaign group Truth, Hope and Justice, the firm led a project involving more than 30 law firms to establish a database of police misconduct cases in Chicago and Philadelphia. They analysed data surrounding settlements and verdicts to guide state and city authorities on how to improve practices and enact reform.

People and skills

Mayer Brown: WINNER Originality: 8; Leadership: 8; Impact: 8; Total: 24 The firm launched a “technology general counsel in residence” programme in early 2023, in which an experienced, senior in-house lawyer from a tech company takes up an adviser role on a short-term secondment to Mayer Brown. The scheme, which is modelled on similar initiatives in the venture capital industry, helps the firm’s lawyers to learn about the legal needs of tech start-ups. So far, two general counsels have participated.

Goodwin O: 8; L: 8; I: 7; Total: 23 The firm is exploring “use cases” for generative artificial intelligence and training lawyers and other staff in the technology. Exercises include a “test kitchen” programme, where lawyers and business professionals at all levels are developing and trialling the way that generative AI could work in practice. Collaboration and sharing knowledge across disciplines are emphasised. Nearly 160 such use cases have been identified so far, with the firm planning to develop and implement a number of them in the coming months.

Orrick, Herrington & Sutcliffe O: 8; L: 9; I: 6; Total: 23 The firm introduced a policy in 2022 whereby new associates avoid any billable-hours targets for the first six months and are allotted time to work on pro bono projects, as well as research, and non-billable work with clients. Training, shadowing opportunities and mentorship have also been added. Orrick reports that this approach has improved lawyer performance and benefited clients, as they are billed less often for work by very junior lawyers.

Davis Wright Tremaine O: 8; L: 8; I: 6; Total: 22 In 2023, the firm launched a programme to reduce unconscious bias in partner evaluation, admission and pay meetings. Participants receive training on unconscious bias, and one is nominated as a “bias interrupter” to call out any examples they see during a meeting. They dub it “throwing a bias flag” — a reference to American football refereeing — to call for a pause, in order to review and assess a statement for unconscious bias.

Weil, Gotshal & Manges O: 7; L: 8; I: 7; Total: 22 The WeilPride programme highlights LGBTQ+ issues and provides pro bono support to several non-profit groups supporting the queer community. Within the firm, it has supported the rollout of a family benefits scheme, including financial contributions for fertility treatment, adoption and surrogacy, as well as providing advice and support through the network. The proportion of LGBTQ+ law students in “stepping stone” summer associate roles at the firm in 2023 was up 10 percentage points, to 18.2 per cent, on 2020, when the family benefits initiative began. Commended individual: Justin Lee

White & Case O: 6; L: 8; I: 7; Total: 21 The firm has created a programme to help new partners acquire additional “soft skills”, to help with business development, by assigning a more senior partner as a sponsor who can help with networking, meeting clients, and generally gaining expertise. The new partner’s progress is taken into account in calculating the sponsor’s pay. More than 150 new partners have taken part this year.

BakerHostetler O: 7; L: 7; I: 6; Total: 20 IncuBaker, the firm’s alternative legal services unit, worked with Georgia State University College of Law to create a course in legal technology for law students. The first ran in early 2023 and guided students on how to advance legal innovation projects. The curriculum will expand in 2024 to include new tech such as generative AI.

DLA Piper O: 6; L: 7; I: 6; Total: 19 The firm created a corporate data analytics internship programme that trains participants using DLA Piper’s data, both internally and for client work. It demonstrates to them what law firms require. The results have included using data analytics and visualisation on environment, social and governance (ESG) questions, and a contribution to a summary of the risks of artificial intelligence. The internship, which started in 2019, now has seven data analytics interns a year.

Eversheds Sutherland O: 6; L: 7; I: 6; Total: 19 Expanding out of its energy and employment practices, the firm’s global ESG group launched a training scheme for lawyers in other practice areas on some of the challenges facing their clients — such as energy transition, social responsibility, sustainable finance and climate litigation. Sessions are tailored to showing how different areas of the law are affected.

Willkie Farr & Gallagher O: 6; L: 7; I: 6; Total: 19 Last year, the firm hired two former participants in its environmental analyst internship programme. The initiative — launched in 2021 and targeted at students who are not in law school — aims to broaden the range of skills in environmental analysis that the firm makes available to clients.

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Commercial Law

Case Studies in a Business Context

• © 1988
• Desmond Painter 0

Dorset Institute of Higher Education, UK

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Table of contents (6 chapters)

Front matter, introduction summary of case-study contents summary of legal topics, introduction.

Desmond Painter

Summary of Case-study Contents

Summary of legal topics.

• Case Studies

Introduction to the Notes

Notes on each case study.

• business law
• commercial law

About this book

Authors and affiliations, bibliographic information.

Book Title : Commercial Law

Book Subtitle : Case Studies in a Business Context

Authors : Desmond Painter

DOI : https://doi.org/10.1007/978-1-349-09263-5

Publisher : Palgrave Macmillan London

eBook Packages : Palgrave Political & Intern. Studies Collection , Political Science and International Studies (R0)

Copyright Information : Desmond Painter 1988

Softcover ISBN : 978-0-333-43466-6 Published: 18 June 1988

eBook ISBN : 978-1-349-09263-5 Published: 18 June 1988

Edition Number : 1

Number of Pages : X, 154

Topics : Commercial Law , Business and Management, general

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Teaching and Research guides

Case studies.

• Introduction
• Key tips for searching

Harvard Business School case studies

Other sources for business case studies, case studies journals, legal case studies.

• Design and social context
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• Open case studies
• Further help

The Harvard Business School has produced many business case studies. Many, but not all case studies are published in the Harvard Business Review . Case studies published in the HBR are findable by title in LibrarySearch or via the EBSCOhost Business Source Complete database using the link below:

• Harvard business review

Select "Search within this publication" at the top left.  Then add your keywords and select Document type to be Case study.

Harvard Business School case studies may appear on the HBR website, hbr.org , but not be published in the Review itself. These cases are  not findable in LibrarySearch. In this situation, a case may be located by searching within the Harvard Business Review Digital Articles database, at the link below:

• Harvard Business Review Digital Articles Collection of articles hosted in EBSCOhost from the Harvard Business Review website, HBR.org

When linking to a case study that is an HBR digital article, link to the copy found in Harvard Business Review Digital Articles on EBSCOHost. Do not link to a case on hbr.org , since access limits will cause users to encounter a paywall. If case studies or other material from the Harvard Business School are not available via either of the databases mentioned above, please contact our Teaching Support Services .

• Business Source Complete (EBSCO) Aside from case studies within the Harvard Business Review, the Business Source Complete database within EBSCO contains case studies from other sources. They can be found using advanced search and selecting "case study" as the document type.
• SAGE Knowledge Within SAGE Knowledge is SAGE Business Cases, a set of business case collections divided by business discipline and geographic region.
• Emerald Insight An extensive business research database. Click on advanced search and then select the case studies checkbox.
• MarketLine Select "Analysis" from the menu bar, and select Case studies. Both Industry and Company cases can be found.
• WARC: World Advertising Research Center From the menu bar, select Advanced Search. Then beside "Select sources" check the Case studies box.
• Factiva Use "case study" or "case studies" as terms when building your search. There is no option to limit to case studies as a resource type.
• Passport Passport provides geographically discrete reports and analysis on companies and industries. These reports are not case studies, but provide context and data background which may enrich understanding of cases found elsewhere.
• Henry Stewart Talks Business & Management Collection HSTalks provides access to world class lectures and case studies by leading experts from commerce, industry, the professions and academia, in one online resource - accessible wherever, whenever and as often as is wanted.
• Business Collection (Informit) Search by topic and then narrow to Case Studies using Identifier selection in right side menu.

Note : some databases provide Teaching Notes to accompany case studies. These materials are usually restricted to teaching staff. If you have a teaching role at RMIT, and would like access to the Teaching Notes, first create a personal profile or account in the relevant database, then contact the Library at [email protected]  and staff will then organise upgraded access.

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To find information on legal *cases* argued in the courts, see our Law and Justice library guide.

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Company Law - Notes, Case Laws and Study Material

This course consists of 5 modules that cover a range of topics from the salient features of the companies act to various doctrines and tribunals..

The history of Indian Company Law began with the Joint Stock Companies Act of 1850 . Thereafter, a cumulative process of amendment and consolidation brought us to the most comprehensive and complicated piece of legislation, the Companies Act, 1956 . As of today, the Companies Act, 2013 has replaced the Companies Act, 1956. The new Act has 470 sections and 7 schedules as against 658 sections and 15 schedules in the 1956 Act.

This course consists of 5 modules that cover a range of topics from the salient features of the Companies Act to various doctrines and Tribunals. To help readers get an in-depth understanding of Indian Company Law, we have also provided well-researched and analytical articles on miscellaneous subjects towards the end of the course.

Important articles and study material on Company Law – Click on the links to Read:

• A Comparative Analysis of the Provisions of Companies Act, 1956 and Companies Act, 2013
• Introduction to Company Law: Meaning, Nature, and Characteristics
• Salomon v. A Salomon and Co. Ltd (1897)
• Companies Act 2013 – Bare Act
• Types of Company
• Comparison of a Company with a Partnership firm and an LLP
• Formation of a Company under the Companies Act, 2013
• Disadvantages of Incorporation of a Company
• A Comprehensive Analysis of Section 9 of the Companies Act, 2013
• Case Study: Foss v Harbottle (1843)
• Promoters of a Company
• Memorandum of Association (MoA)
• Articles of Association: Meaning, Nature, and Explanation
• Doctrine of Ultra Vires in Company Law
• Doctrine of Harmonious Construction: A Comprehensive Analysis
• Doctrine of Indoor Management in Company Law
• Prospectus of the Company
• Meetings under the Companies Act of 2013
• Shares, Share Capital, and Debentures: Explained
• Winding Up of Companies
• Corporate Social Responsibility (CSR)
• National Company Law Tribunal (NCLT)
• National Company Law Appellate Tribunal (NCLAT)
•  Write Short notes on Share Warrant.
• Write Short notes on Share Certificate.

Other important articles and study material on Company Law:

Theories of Corporate Personality

Minority Shareholders & Their Rights in a Company

• Types of Directors in a Company

Power and Liabilities of Directors

• Allotment of shares
• Majority Powers And Minority Rights
• Prevention of Oppression and Mismanagement
• Inspection, Inquiry, and Investigation
• Debenture: Meaning, Features and Kinds
• Debentures and its impact on Company and Shareholders
• Internal Audit under the Companies Act, 2013
• A Comprehensive Study of the Company Law Committee Report 2022
• Difference between Dissolution and Winding Up of a Company

Equity Funding under The Companies Act, 2013

Company Law Mains Questions-Answer Series: Important Questions for Judiciary Exams

• Company Law Mains Question Series Part I
• Company Law Mains Question Series Part III
• Company Law Mains Question Series Part IV

Company Law Mains Question Series Part V

Your valuable feedback in the form of comments or any desired inputs are encouraged and always welcome. Every contribution toward a goal is valuable, regardless of how small it may be.

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Important caselaws on Company law Leading Cases on Company Law

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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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Case Studies on Corporate Laws

The ‘Case Study’ Model of discussion and analysis has been widely accepted and acknowledged as a celebrated mode of teaching by premier institutions like the Harvard Business School and the Kennedy School of Business. Off late, its relevance has massively increased as more and more academic institutions, especially those focusing on business and law, have made the shift from the traditional Q/A pattern to a more cohesive ‘Case Study Model’

Cases are narratives, situations, selective data and statements that present real-life simulations and as such, put to fore unresolved and thought-provoking issues, which are likely to occur, in varying magnitude and complexities, in our practical lives also. As against the traditional Q/A pattern, where more often than not, the problems have a single solution, Case Studies encourage participants to engage in critical thinking and to identify the several solutions for a given set of facts. Unlike problem sets, they do not break the problem down into clear steps, and frequently have no single “right” answer. Cases provide a rich contextual way to introduce new material and create opportunities to apply the law – they not only encourage an out-of-the-box thinking, but also help the participants to identify the problems in the first place, which are generally hidden beneath the usual facts and figures.

This concept is very similar to the practical situations, we as professionals, come across in our everyday lives – as professionals and consultants, we are expected to pinpoint such opportunities/ problems camouflaging behind routine statements and facts, so as to deliver holistic and efficient solutions, which are not necessarily limited to any singular act and/ or provision thereof.

In view of increasing relevance of the Case Study Method, we at Vinod Kothari & Company bring to you our weekly analysis of diverse cases which encapsulate practical situations and complexities so as to understand the hands-on application of the provisions under various laws – all at once. In our two-fold exercise, we invite the varying views of professionals, India and abroad, on the cases put up – which shall thereafter, be discussed and deliberated via audio-video discussions on our YouTube Channel – “Vinod Kothari & Company”

• Case Study I – Related Party Transactions [Case 1]

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Company law case studies for CA/CS/CMA examinations

“Unlock insights into Company Law with these CA/CS/CMA case studies. Explore scenarios like subsidiary acquisition, pre-incorporation contracts, and conversion into a private company. Prepare effectively for examinations with real-world applications and strategic solutions.”

  Q 1 Masons (Pvt.) Ltd. is a private limited company as per the articles of association of the company. However, a  public company acquired shares in Masons (Pvt.) Ltd. Thereby making the  company, Masons (Pvt.) Ltd., a subsidiary of that public company. State the impact of such acquisition of shares by a public company on Masons (Pvt.) Ltd

Q 2 Based on the information given in the memorandum of association, Smart Ltd. Was incorporated and the certificate of incorporation was issued by the Registrar of Companies, New Delhi. The memorandum of association was duly signed, except that X, Y and Z signed it on behalf of five minors. Examine the validity of the certificate of incorporation issued by the Registrar of Companies [hint : certificate is valid, moosa goolam ariff vs ebrahim goolam ariff]

Q 3 Good Homes Ltd. was registered as a public company with 205 members as follows :

No. of members

Board of directors of the company takes a decision to convert the company into a private company. Being a legal advisor, the Board of directors seeks your advice about the steps to be taken for conversion of the company into a private company including reduction in the number of members, if necessary, as per the Companies Act, 2013. Advise the Board. [hint : no reduction required]

Q 4 A group of persons, called promoters have submitted an application to the Registrar of Companies, New Delhi for getting a company incorporated as a public company. Pending the Registrar’s decision of granting certificate of incorporation, the promoters enter into certain contracts for the purchase of some assets for the proposed company. Explain the legal position of promoters’ liability and the liability of the proposed company after  its incorporation,  in this regard. [hint : pre incorporation contracts]

Q 5 Kamal, the promoter of Desire Ltd., has incurred 1 lakh for formation of the company.The company refuses to pay all the expenses so incurred by Kamal since the company does not have any provision in the Articles of Association for such payment. Advise Kamal regarding the remedy available to him for his claim

Q 6 ABC Ltd. is a company incorporated under the Companies Act, 2013. The paid-up share capital of the company is held as under :

Explaining the provisions of the Companies Act, 2013, state whether the said company be called a ‘Government company’ and also state whether the employees of a Government company can claim their salaries from the Government of India [hint : govt co, can’t claim from GOI]

BOOKS OF ACCOUNT AND AUDIT

Q 1 Mr shyam is a small shareholder of ABC LIMITED and after that he was appointed as the small shareholder director ABC LIMITED and as on 1 aug 2016 went to company to inspect the books of accounts but accounts manager object that he can’t inspect because it is prejudicial to the interest of company if Mr shaym would be allowed to inspect. Explain as per provisions of companies act 2013 whether Mr shyam has a power to inspect ? [ hint : sec 209(3) of co act 2013, director has a power to inspect ]

Q 2 District court pass an order to recasting the books of accounts of the pasco india limited on the application filled by the income tax department and company raised objection that district court doesn’t have a power to pass such type of order, clarify as per provisions of companies act? [ hint : district court doesn’t have a power to recast the account, NCLT have a power to recast ]

Q 3 Board of director of ITC LTD has approved the financial statement on which Mr sumit has signed as chairman, for which is no authorization has been received by the BOD for signed, ROC issued the show cause notice to the company why penalty under sec 134(8) shall not to be imposed. Explain the action of ROC is tenable under law ? [ hint : yes, penalty can be imposed ]

Q 4 financial statement of ITC LTD specified that net worth of the company for the FY ended 31 march 2016 600 crore, company wants to spend in the financial year 16-17 in Corporate Social Responsibility Policy, information in regards of profits of all preceding 3 financial years are as under :-

BOD didn’t specified in board report about the amount and details of expenditure in CSR policy explain as per provisions of companies act, 2013 [ hint : Rs 2.5 crore and required to disclose otherwise liable to impose penalty ]

Q 5 Prism Ltd. has accepted Rs10 lakh as advance towards the supply of goods to certain parties. As per the agreement, the company will supply the goods after two years from the date of deposit. Later on, internal auditors qualified their report on the ground that the company has violated the provisions of the Companies Act, 2013. Directors explained that this is required to complete the order. Examining the relevant provisions of the Companies Act, 2013 state whether the explanation given by the directors is justified [ hint: not justified, consider as deposit otherwise punishable with fine which shall not be less than one crore rupees but which may extend to ten crore rupees ]

Q 6 Karnataka bank limited engaged in the business of banking provides a loan to the one of its director i.e. mukesh, amount Rs 20 crore as on 10 sep 2016 for it statutory auditor made an objection that it is violated the provision of companies act and BOD REQUIRED to give explanation on it. Explain as per provisions of companies act 2013 [hint: banking company can give a loan to director, sec 185]

Q7 on examination of books of accounts of DLF LTD Statutory auditor specify in the audit report that there is likely an amount of Rs 1 crore but BOD has not provided any explanations in the board report about the such fraud, BOD contented that it is not actual figure it is an expected figure. Explain as per provisions of companies act 2013 [hint: mandatory to explain]

Q8 Mr krishnamurty, statutory auditor of the coca cola (india) pvt ltd, has attend the EGM of the company, for which company didn’t made any notice to the auditor, company has made objection that mandatory to issue notice only in case of annual general meeting. Explain as per provisions of companies act 2013 statutory auditor can attend meeting without receiving a notice? [hint: can attend]

Q 1   ABC pvt ltd has equity paid up share capital amount of Rs 40 lacs and preference paid up share capital Rs 30 lacs and the turnover for the period ended 31 march 2016 Rs 2.5 crore

Explain whether there is a mandatory to convert in to public company or private company ? and time required for conversion ? [ hint: yes and in 6 months i.e. 30 sep 2016 ]

Q 2 ABC pvt ltd has equity paid up share capital amount of Rs 40 lacs and preference paid up share capital Rs 30 lacs and the turnover for the period ended 31 march 2016 Rs 2.5 crore

If within 6 months conversion will not be made whether company liable to struck off, explain the consequences? [ hint: no, One Person Company or any officer of the One Person Company shall be punishable with fine which may extend to ten thousand rupees and with a further fine which may extend to one thousand rupees for every day ]

Q 1 jaypee industries ltd made a public issue amount of Rs 100 crore and received an application money amount Rs 10 crore as on 1 jan 2016 and company unable to made allotment, due to strike made by the employees of merchant bankers, upto 31 jan and company made an refund  2 april 2016.CFO contended that required to show the amount in the as a deposit. Explain as  per provisions of companies act 2013 [ hint : considered as deposits ]

Q 2 pioneer Ltd. has accepted Rs10 lakh as advance towards sale of land . As per the agreement, the company will transfer the possession of land after two years from the date of deposit. Later on, internal auditors qualified their report on the ground that the company has violated the provisions of the Companies Act, 2013. Directors explained that this is required to complete the order. Examining the relevant provisions of the Companies Act, 2013 state whether the explanation given by the directors is justified [ hint: not consider as deposit ]

Q3 pioneer Ltd. , is an eligible company, has accepted Rs10 lakh as deposit for a term 24 months from member as on 1 april 2016 financial statements provided the following information for the year ended 31 march 2016 as as under

Examine the validity of amount of deposit took by the company ? [hint: deposit up to 9.5 lacs is valid]

Q 1 Mr suresh applied for 4,000 shares in a company i.e. JAR aluminum ltd but no allotment was made to him. Subsequently 4,000 shares were transferred to him without his request and his name was entered in the register of members. He knew it but took no steps for rectification of the register of members. The  company went into  liquidation and he was held liable  as a contributory, explain [ hint : liable for contribution ]

APPLICATION OF COMPANY LAW TO DIFFERENT SECTORS

Q 1 Section 129 (1) states that the financial statements shall give a true and fair view of the state of affairs of the company or companies, comply with the accounting standards notified under section 133 but ICICI bank denies to follow that such provisions shall not apply on it. explain ? [ hint: view of icici bank is correct ]

DEBT CAPITAL

Q 1 SAHARA investment limited issued a debenture on private placement basis amount if Rs 100 crore on  which 5% issued to the promoter i.e. subrata roy sahara with a specific rights of voting in general meeting, one of the shareholder objected that such type of issue against the law, company contended that objection is valid if such type of issue made to outsider, explain the validity of objection [ hint : no company shall issue any debentures carrying any voting rights ]

Q 2 Alok, the Managing Director of Yellow Ltd., borrowed a large sum of money and misappropriated the same. Later, when the lender demanded his money, the company refused to repay, contending that the money borrowed by Managing Director was misappropriated by him and the company is not liable for repayment. Decide, giving reasons, whether the lender would succeed in recovering the money from the company

Q 3 Board of directors of Joy Ltd., by a resolution passed at its meeting, decide to provide a loan of 50 crore to Happy Ltd. The paid-up share capital of Joy Ltd. on the date of resolution was 100 crore and the aggregate balance in the free reserves and securities premium account stood at 40 crore. Examining the provisions of the Companies Act, 2013, decide whether the Board’s resolution to provide a loan of 50 crore to Happy Ltd. is   valid [hint: valid ]

Q 4 Board of directors of Prince Ltd. decides to go for the issue of secured debentures of Rs100 each, to the extent of Rs 10 crore. Further, as the company is going for the issue of secured debentures, it is required to create a debenture redemption reserve. The Board seeks your advice on the conditions to be fulfilled and compliance of the provisions of the Companies Act, 2013. Advise the Board

Q 5 Manohar Motors Ltd. has a paid-up share capital of Rs 10 crore and free reserves of Rs 5 crore. The Board of directors want to borrow a sum of Rs 20 crore for its long-term capital requirements from the market.

Discuss whether they can do so and if yes, what are the requirements under the Companies Act, 2013 which they have to comply with

Q 6 Board of directors of sultan Ltd., by a resolution passed at its meeting, decide to provide a loan of 50 crore to jayshree Ltd. Information in regards of sultan limited are as under for the year ended 31 march 2017

Examining the provisions of the Companies Act, 2013, decide whether the Board’s resolution to provide a loan of 50 crore to jayshree Ltd. is valid [hint: valid]

Q 7 Manohar Motors Ltd. provides Information for the year ended 31 march 2017

company decide to take a loan amount of Rs 90 crore from ICICI BANK. Examining the validity of the provisions of the Companies Act, 2013 [ hint : upto 80 crore BOD pass a resolution, for excess required to pass special resolution ]

Q 8 jaypee industries ltd made a public issue amount of Rs 100 crore and received an application money amount Rs 10 crore as on 1 jan 2016 and company unable to made allotment, due to strike made by the employees of merchant bankers, upto 31 jan and company made an refund 2 april 2016.CFO contended that required to show the amount in the as a deposit. Explain as per provisions of companies act 2013 [ hint : considered as deposits ]

Q 9 pioneer Ltd. has accepted Rs10 lakh as advance towards sale of land . As per the agreement, the company will transfer the possession of land after two years from the date of deposit. Later on, internal auditors qualified their report on the ground that the company has violated the provisions of the Companies Act, 2013. Directors explained that this is required to complete the order. Examining the relevant provisions of the Companies Act, 2013 state whether the explanation given by the directors is justified [ hint: not consider as deposit ]

Q 10 pioneer Ltd. , is an eligible company, has accepted Rs10 lakh as deposit for a term 24 months from member as on 1 april 2016 financial statements provided the following information for the year ended 31 march 2016 as as under

Q11 PQR pvt Ltd. has accepted Rs10 lakh as deposit for a term 24 months from member as on 1 april 2016 financial statements provided the following information for the year ended 31 march 2016 as as under

Examine the validity of amount of deposit took by the company ? [hint: deposit up to 95 lacs is valid]

Q 12 Ajay Ltd. had given a loan of Rs 10 crore to Binoy Ltd. and created a charge on the assets of the company. But Binoy Ltd. failed to register the charge within the stipulated time. Can Ajay Ltd. register the charge with the Registrar of Companies ? If yes, what shall be the procedure ? [ hint: can register it ]

SMALL SHAREHOLDER DIRECTOR

Q 1 Infosys ltd has listed the BSE has total number of registered shareholder are 36 thousands out of which 1244 are such shareholder who acquire the equity shares 1800 each per person nominal value per share Rs10, having market value 120 per share in BSE, ROC objected that company is required to appoint a small shareholder director, explain as per provision of companies act, 2013, there is mandatory to appoint small shareholder director ?

Q 2 Infosys ltd has listed the BSE has total number of registered shareholder are 36 thousands out of which 1244 are such shareholder who acquire the preference shares 1800 each per person nominal value per share Rs10, having market value 120 per share in BSE, ROC objected that company is required to appoint a small shareholder director, explain as per provision of companies act, 2013, there is mandatory to oppoint small shareholder director and company objected mandatory to appoint, when small shareholder, who acquired equity share of the company exceeded 1000. Explain

Q 3 Infosys ltd has listed the BSE has total number of registered shareholder are 36 thousands out of which 1244 are such shareholder who acquire the preference shares 1800 each per person nominal value per share Rs10, having market value 120 per share in BSE, all small shareholder made a notice to company for appointment of Mr A as a small shareholder director, who didn’t purchased any share in the company, whether Mr A can appoint as a small share holder director

APPOINTMENT OF DIRECTOR

Q 4 wipro ltd has no provision in AOA for the appointment of director 5 subscriber become the director of a company but another 2 didn’t want to become a director Mr rohan the company secretary of the company specify that subscribers to the memorandum who are individuals shall be deemed to be the first directors of the company until the directors are duly appointed, it is mandatory that all subscriber shall be consider as director. Clarify contention of Mr rohan is correct as per provision of companies act 2013

Q 5 Mr ram file the application for the allotment of DIN as on 1 july 2016 in meanwhile TCS limited has passed a resolution in the extra ordinary general meeting as on 27 july 2016 for Mr ram appointed as director on the basis of application number generated after filing of application. ROC made an objection for such appointment that on the basis of application number no individual can be appointed as a director as per sec 152(2) appointment of director, whether contention of ROC tenable as per law? Clarify

Q 6 bharat electronics LIMITED which is wholly owned by the central govt in which half director in the BOD are rotational director ROC OBJECTED that minimum 2/3 of total director require to be rotational.Mr B, CS in practice, objected that provision of sec 152(6) shall not apply to government company. Clarify

DISQUALIFICATION OF DIRECTOR

Q 7 bharat electronics LIMITED which is wholly owned by the central govt in the company when Mr ram has a director financial statements or annual returns for any continuous period of three financial years i.e. 12-13, 13-14 and 14-15 Mr ram are going to be appointed as director in reliance industries limited for it resolution has been passed in 30 sep 2015.ROC objected that appointment against the provisions of sec 164(2)? Clarify

Q 8 reliance industries ltd, in the company when Mr ram has a director financial statements or annual returns for any continuous period of three financial years i.e. 12-13, 13-14 and 14-15 Mr ram are going to be appointed as director in IRCTC limited for it resolution has been passed in 30 sep 2015.ROC objected that appointment against the provisions of sec 164(2)? Clarify

Q 9 Reliance Clothing India Private Limited is a subsidiary of reliance industries limited has made an additional ground of disqualification of director that director should be post graduate, small shareholder are going to appoint a representative, i.e. Mr harish , of small shareholder in BOD but who is only a graduate, whether he can be appointed as director ? clarify as per provisions of companies act 2013

SECRETARIAL AUDIT

Q 10 ABC LTD listed in the BSE having the equity paid capital Rs 30 crore and preference paid up capital Rs25 crore.it has not annexed the secretarial audit report with board report because of non conduct of such audit. ROC objected that mandatory to conduct and file the secretarial audit. Explain as per provision of companies act 2013

AUDIT COMMITTEE

Q 11 ABC LTD having the equity paid capital Rs 6 crore and preference paid up capital Rs 3 crore as on 31 march 2016 audited financial statement and first quarter for the FY 16-17 ended 30 june 2016 unaudited financial statement provides that equity paid capital Rs 6 crore and preference paid up capital Rs 4 crore (incl 1 cr through private placement basis).whether BOD of the company are mandatory to constitute the audit committee. Explain with reasons

CONTRIBUTION TO POLITICAL PARTY

Q 12 reliance jio telecommunication ltd contributed to own formed the People’s Electoral Trust and claim deduction 1 crore in FY 16-17 on the basis of information of last preceding financial year profit are as under 13-14 Rs 10 crore, 14-15 Rs 20 cr and 15-16 Rs 20 cr. ROC objected on the basis of information that company can’t claim deduction for own formed electoral trust, explain as per provision of companies act 2013

RELATED PARTY TRANSACTION

Q 13 Infosys (india) LTD having made a sale to Infosys china, NR narayanmurti, who is the promoter of Infosys india,has acquired the equity share 2%, amount of Rs 31 crore in the financial year 16-17 without confirmation in general meeting and turnover of the Infosys (india) ltd for the FY 16-17 300 CRORE. Whether it is covered under related party transaction u/s 188? Explain

Q 14 rohit murty, son of NR narayanmurti, who is the promoter of Infosys india,appointed as chief financial officer in the financial year 16-17 for a salary amount of Rs 2.6 lacs month, whether rohit murty can be appointed as CFO with such remuneration, explain as per provision of companies act 2013

Q 1 Due to inadequacy of profits, the Board of directors of Rise Ltd. decided not to recommend any dividend for the financial year ended 31stMarch, 2015.Certain shareholders of the company complained to the Company Law Board/Tribunal regarding mismanagement of the affairs of the company, since the Board of the company did not recommend any dividend. Explaining the provisions of the Companies Act, 2013,examine whether the contention of the shareholders is tenable. [ hint : not consider mismanagement ]

Q 2 BOD OF reliance industries ltd has passed a resolution to declare an interim dividend during the financial year 16-17 as on 30 sep 2016 @ 120% of the face value of the share i.e. Rs 10 but before payment of dividend BOD rescind the such resolution i.e. 16 oct 2016, on it shareholders made an objection that after passing a resolution of dividend it is a debt against the company, company can’t rescind after that. Explain [ hint : VAZIR SULTAN TOBACCO CO. LTD vs CIT 1981, not a debt to the company ]

Q 3 RR METALS limited has no profits in the financial year for the year ended 31march 2017, for declaring a dividend company made a public issue amount of Rs 1 crore out of which 70 lacs has been utilised for the payment of dividend for such financial year, statutory auditor made an objection it is not tenable in law, clarify as per provisions of companies act 2013 [ hint: it is not tenable in law as per sec 123(1) ]

Q 4 RR METALS limited has no profits in the financial year for the year ended 31march 2017, for declaring a dividend company intended to utilize the amount of general reserve, information are as under

Company declared the dividend for the FY 2015-16- 50%, 14-15 70% & 13-14 90%. Advise the company maximum amount can be utilised for payment of dividend to equity shareholder as per provisions of companies act, 2013[ hint : Rs 140 lacs ]

Q 5 In Evergreen Ltd., the Board of directors declared an interim dividend but could not distribute the dividend due to objections of audit committee that the accounts considered by the Board were false; and true financial results were inflated by not incorporating outstanding liabilities and over-valuation of inventories. A shareholder filed a suit for non-payment of dividend. One of the directors contended that he never attended the Board meeting where the issue relating to payment of interim dividend was declared on the basis of false accounts. Discuss about the validity of contention of the director [ hint : VAZIR SULTAN TOBACCO CO. LTD vs CIT 1981, not a debt to the company ]

GENERAL MEETING

Q 1 Infosys ltd has not hold its AGM for the financial year ended 31 march 2017, one of the member of the company who holds 15% voting power in the company has filled the petition in front of company law tribunal in regards of holding a AGM, RESPONDENT  i.e. Infosys objected that member doesn’t have a power to compel only the ROC has the power. Explain as per provision of companies act 2013 [hint : sec 97 : any member can filled to hold AGM]

Q 2 Infosys ltd has not hold its AGM for the financial year ended 31 march 2017, one of the member of the company who holds 1% voting power in the company has filled the petition in front of company law tribunal in regards of holding a AGM, RESPONDENT i.e. Infosys objected that member holding below 10% voting power can’t enforce. Explain as per provision of companies act 2013 [hint : sec 97 : any member can filled to hold AGM]

Q 3 Infosys ltd has not hold its AGM for the financial year ended 31 march 2017, one of the creditor of the company has filled the petition in front of company law tribunal in regards of holding a AGM, RESPONDENT i.e. Infosys objected that creditor can’t Explain as per provision of companies act 2013 [hint : sec 97 : any member can filled to hold AGM]

Q 4   AOA  of Infosys ltd specify that power to call AGM are on the BOD of the company and member holds 10% or more voting power in the company, one of the member filled petition to tribunal for call AGM and tribunal pass order, company challenge that only authorized person who specified in the AOA can only call AGM, YOU are the legal advisor advise on such matter. [hint : sec 97 : notwithstanding anything contained in this Act or the articles of the company, any member can filled to hold AGM]

Q 5 Infosys ltd has not hold its AGM for the financial year ended 31 march 2017, one of the member of the company who holds 1% voting power in the company has filled the petition in front of company law tribunal in regards of holding a AGM, RESPONDENT i.e. Infosys hold AGM as per direction of tribunal, ROC objected that meeting for the financial year 16-17 has not been held by the company. Explain as per provision of companies act 2013 [hint : sec 97(3): Agm As Per direction of the tribunal deemed to be an annual general meeting of the company]

Q 6 Bright Products Ltd. wishes to sell one of its undertakings for which it decides to call an extra-ordinary general meeting (EGM) and to pass a resolution thereat. State the material facts to be set out in the explanatory statement to be annexed to the notice of the EGM on this special business to be transacted at the meeting. [hint : matter to be stated in explanatory statement in case of selling of undertaking]

Q 7 Pioneer Fisheries Ltd. has borrowed an amount of Rs 50 crore from a financial institution. The annual general meeting of the company was held on 1st September, 2015.Examining the provisions of the Companies Act, 2013, state as to who will sign and certify the annual return while filing the same with the Registrar of Companies after the annual general meeting. [hint : signed by a director and the company secretary, or where there is no company secretary, by a company secretary in practice ]

Q 8 Pioneer Fisheries pvt. Ltd. has turnover for the financial year ended 15-16 Rs 1.2 cr. The annual general meeting of the company was held on 1st September, 2016.Examining the provisions of the Companies Act, 2013, state as to who will sign and certify the annual return while filing the same with the Registrar of Companies after the annual general meeting [hint: incase of small company, shall be signed by the company secretary, or where there is no company secretary, by the director of the company]

Inspection and investigation

Q 1 Sudarsan Trading Co. Ltd. is a company mainly transacting non-banking financial business, the Joint Director, Inspection issue notice of examination of books of accounts of the company and the mail which has interchanged between the director group of the company, because it is relevant, company objected on examination of letter, explain as per provisions of companies act 2013 [hint : C.V. Karuppunni And Ors. vs Joint Director, contention of company is correct]

Q 2 Sudarsan Trading Co. Ltd. is a company mainly transacting non-banking financial business, the Joint Director, Inspection issue notice that “you are hereby required personally to attend at the office of the Regional Director 14th may 2016 at 11 am to produce either personally or through an authorized representative the books of account or other documents specified overleaf and not to depart until you receive my permission to do so”, company object that it is not open for department to call books of accounts in his office, explain ? [hint: it is within power of department to call records in his office]

Q 3 Search and seizure conducted by the inspecting officer in pioneer company limited with the permission of central govt but for seizure conducted without the permission of special court, such company made an objection that serach conducted by the inspecting officer is against the law, explain as per provisions of companies act 2013 [ hint : seizure may be conducted after obtaining an order from the Special Court ]

Q 4 Inspecting officer i.e. Mr ravinder seize the books of accounts after conducting the search as on 1 july 2016 in the amtee properties limited and such books of accounts had not been returned by Mr ravinder upto 31 dec 2016, company made an objected that it is holding more than authorized period as specified by the law, whether contention of company is correct [ hint: sec 209(2): inspector shall return the books and papers seized in any case not later than 180 days after such seizure]

Q 5 144 members holding 9% paid up share capital of the ABC limited has apply to the tribunal of investigate the affairs of the company, company object that minimum holder of 10% paid up share capital shall required to apply for investigate the affairs of the company, explain whether the contention [ hint: sec 213: member can apply to tribunal ]

Q 6 Investigating officer i.e. Mr ravinder appoints to examine the affairs of the ABC limited, wants to examine the papers related to group of suppliers, which are in under possession of Mr sohan Sharma, who is the former employee of the company, whether Mr ravinder succeed to examine the documents explain? [ hint : sec 217 : can examine the documents ]

Q 7 During the pendency of the investigating process the company pass the special resolution to winding up the company, for which company deny to provide the some documents because of process of winding up has been initiated, whether investigating officer can examine the documents after commencement of winding up process?

MEMBERSHIP IN A COMPANY

Q 1 Mr. sohan is the one of the subscriber of the MOA, of the interior investment ltd, out of the 7 subscriber but his name is not mentioned in the register of member of the company at the time of declaring the dividend company had not declared the dividend after arguing that Mr is not the registered shareholder of the company, explain as per provisions of the companies act 2013 [ hint: subscriber is the member, mandatory to distribute the dividend ]

Q 2 Mrs  sujata holds 52% equity  share capital in the DEF ltd, which is registered under ROC  Mumbai, remaining shareholding acquire by the 48 shareholders, every member holds 1% share in the company and 20 member resides delhi and decides to registers of member required to be maintained in delhi Mrs sujata object that it is against the law to maintain the register other than place of registered office, explain [ hint: after passing a special resolution can maintain any other place in india, where more than 1/10 member resides, proviso of sec 94(1) ]

Q 3 icici bank lend a loan to NTPC ltd amount of Rs 150 crore, after making a public issue share certificate has been allotted by the company and for which representatives of icici bank went to such company for examination of register of member nut the company made objection only security holder has as right to inspect, whether contention of company is as per law, clarify as per provisions of companies act 2013[ hint: any other person can inspect the register on payment of the requisite fee ]

Q 4 Satish, outsider, who is not a member of dayal Ltd., wants to inspect the register of deposits maintained by the company as required under the provisions of the Companies Act, 2013. The company refused to provide the register for inspection without assigning any reason. Referring to the provisions of the Act, examine the validity of the company’s refusal [ hint : any other person can inspect the register on payment of the requisite fee ]

Q 5 Mr suresh applied for 4,000 shares in a company i.e. JAR aluminum ltd but no allotment was made to him. Subsequently 4,000 shares were transferred to him without his request and his name was entered in the register of members. He knew it but took no steps for rectification of the register of members. The company went into liquidation and he was held liable as a contributory, explain [ hint : liable for contribution ]

Q 6 Satish, legal heirs, son of deceased member i.e. Mr sagar of dayal Ltd. wants to inspect the register of deposits maintained by the company as required under the provisions of the Companies Act, 2013. The company refused to provide the register for inspection without assigning any reason. Referring to the provisions of the Act, examine the validity of the company’s refusal [ hint: shares transmitted to satish, he become member, he can inspect the register ]

Q 1 Reliance industries limited has listed in Bombay stock exchange and its subsidiary Reliance Jio Infocomm Limited which has a paid share capital 4 crore as on the 31 march 2017 for the financial year 16-17, explain as per provision of companies act 2013 whether for Reliance Jio Infocomm Limited is a mandatory to file financial statements in XBRL taxonomy [ hint : yes ]

Q 2 Reliance industries limited has listed in Bombay stock exchange and its associate Reliance Industrial Infrastructure Limited which has a paid share capital 4 crore as on the 31 march 2017 for the financial year 16-17, explain as per provision of companies act 2013 whether for Reliance Industrial Infrastructure Limited is a mandatory to file financial statements in XBRL taxonomy [ hint: no ]

Q 3 In relation to filing of financial statements of a company in XBRL mode and by usingthe XBRL taxonomy, decide whether the following companies are required to file the financial  statements in the said mode :

(i) Grand , the subsidiary company of Tiny Ltd. which is listed at Kolkata Stock Exchange. [ hint : yes ]

(ii) Prime, a company which has paid-up share capital of Rs 100 crore. [ hint : yes ]

(iii) Crafty , a company which has a turnover of Rs 400 crore. [ hint : yes ]

(iv) Comfort , a non-banking financial company [ hint: no ]

For Any Query/ Solutions Contact : CA Amit Aggarwal Ashwini Commerce Paradise U-87, Ground Floor, Near Laxmi Nagar Metro Gate 3, Shakarpur, Delhi 92 9643547868, 9210617186

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Name: CA AMIT AGGARWAL

Qualification: ca in practice, company: ashwini commerce paradise limited, location: new delhi, in, member since: 27 apr 2017 | total posts: 2, my published posts, join taxguru’s network for latest updates on income tax, gst, company law, corporate laws and other related subjects..

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14 Comments

Help me with the Debt capital question no.1(SAHARA)

Mr suresh applied for 4,000 shares in a company i.e. JAR aluminum ltd but no allotment was made to him. Subsequently 4,000 shares were transferred to him without his request and his name was entered in the register of members. He knew it but took no steps for rectification of the register of members. The company went into liquidation and he was held liable as a contributory, explain

I need all answers

Q 3 Good Homes Ltd. was registered as a public company with 205 members as follows : No. of members Directors and their relatives 45 Employees 12 Ex-employees 08 (shares were allotted when they were employees) Others 140 Total number of members 205 Board of directors of the company takes a decision to convert the company into a private company. Being a legal advisor, the Board of directors seeks your advice about the steps to be taken for conversion of the company into a private company including reduction in the number of members, if necessary, as per the Companies Act, 2013. Advise the Board.[hint : no reduction required] i want this answer..

Read more at: https://taxguru.in/chartered-accountant/company-law-case-studies-cacscma-examinations.html Copyright © Taxguru.in

financial statement of ITC LTD specified that net worth of the company for the FY ended 31 march 2016 600 crore, company wants to spend in the financial year 16-17 in Corporate Social Responsibility Policy, information in regards of profits of all preceding 3 financial years are as under :- 15-16Rs 100 crore14-15Rs 160 crore13-14Rs 120 crore BOD didn’t specified in board report about the amount and details of expenditure in CSR policy explain as per provisions of companies act, 2013 [hint : Rs 2.5 crore and required to disclose otherwise liable to impose penalty ]

Please share the answers.

Kindly provide solutions for all the case studies

wipro ltd has no provision in AOA for the appointment of director 5 subscriber become the director of a company but another 2 didn’t want to become a director Mr rohan the company secretary of the company specify that subscribers to the memorandum who are individuals shall be deemed to be the first directors of the company until the directors are duly appointed, it is mandatory that all subscriber shall be consider as director. Clarify contention of Mr rohan is correct as per provision of companies act 2013 I want solution of this.

I need solutions.

I want this answer asap

I need solution also

I want solution of this case study

here is only questions i need the answer also.

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3M Loses Bid to Move PFAS Landfill Case From Vermont Court

By Pat Rizzuto

Vermont’s allegations that the 3M Co. damaged natural resources from PFAS placed in landfills will remain under the state court’s jurisdiction, a federal district court ruled .

3M unduly delayed its attempt to transfer the case from Vermont’s Superior Court to the US District Court for the District of Vermont, District Judge William K. Sessions III ruled April 12 in an order remanding the case back to the superior court.

This decision focuses on Vermont’s claims about contamination 3M allegedly caused by disposing of multiple products in Vermont at the Rutland City landfill as part of broader investigations and litigation ...

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How a Case Against Fox News Tore Apart a Media-Fighting Law Firm

Tensions had been brewing for years inside Clare Locke, a top defamation law firm. Then came the biggest defamation case of them all.

Credit... Mark Harris

Supported by

By David Enrich

• April 10, 2024

Last April, dozens of lawyers and their guests gathered at the Columbus Inn in Wilmington, Del. The revered restaurant, with roots tracing back more than two centuries, was once a hangout for Buffalo Bill. Yet on this cloudless night, the crowd would have been happy to be partying almost anywhere.

Hours earlier, the lawyers and their client, Dominion Voting Systems, had negotiated an extraordinary $787 million settlement with Fox News. The deal was struck moments before opening arguments in a hotly anticipated defamation trial, in which Fox was accused of airing inflammatory lies that Dominion had thwarted Donald J. Trump in the 2020 presidential election.

Now the company’s two main law firms could enjoy the spoils.

Susman Godfrey would pocket a thick slice of the settlement that Fox had just wired over.

Clare Locke, a smaller firm that specializes in the niche field of defamation law, wouldn’t get a cut of the settlement. But Dominion had already paid it millions of dollars in fees, and the victory offered the firm the potential for something even greater.

Run by the husband-and-wife team of Tom Clare and Libby Locke, the firm had helped popularize efforts by wealthy and powerful clients to attack news organizations and delegitimize or kill unfavorable articles. Ms. Locke in particular had taken to publicly arguing that much of the news media was unethical, though she also voiced support for free speech.

The triumph against Fox gave the firm’s founders an opportunity to widen their appeal. They could argue that Clare Locke was not an enemy of the free press or the First Amendment, but a champion of truth and a guardian of democracy.

At the Columbus Inn, the exhausted but jubilant lawyers drank and toasted one another late into the evening.

“Celebrating tonight,” Ms. Locke wrote in an email at 10:55 p.m. She added, “It’s a bit crazy here on our end.”

It was even crazier than she realized. The case had made legal history — but it had also torn the firm apart.

Friction among lawyers at Clare Locke had been building for years, and much of it centered on Ms. Locke. Her colleagues chafed at her management style. Some feared that her public embrace of conservative causes, including on Fox News, was alienating clients.

Then came Dominion.

Mr. Clare had been committed to the case since late 2020. Ms. Locke had at times publicly boasted about the Dominion lawsuit, too — but she also repeatedly tried to pull her firm off the case, including shortly before the trial was set to begin, according to several people with knowledge of the firm’s inner workings. Many of the more than two dozen people interviewed for this article requested anonymity to avoid professional repercussions.

While Ms. Locke’s efforts failed, they had shattered morale and confidence inside the small but formidable firm.

As she made her rounds in the dark, crowded room at the Columbus Inn, Mr. Clare and Ms. Locke didn’t know that most of their firm’s partners had already decided to resign.

In a series of letters totaling nearly 60 pages, Mr. Clare and Ms. Locke said The New York Times was spreading falsehoods about them and their firm. They said the firm had not tried to get off the Dominion case: “To the contrary, Tom and Libby were pushing for the firm to have an even larger role.”

The pair accused The Times of relying on sources “with a vested interest in maligning Tom and Libby’s reputation to grow their own fledgling business.” And they said that Clare Locke had faced The Times in court and that the article was “clearly seeking to strengthen the paper’s position in pending and future litigation.”

Keep calm and sue

Before starting their boutique defamation shop, Mr. Clare, 53, and Ms. Locke, 44, worked at the giant international law firm of Kirkland & Ellis, where both were partners.

Mr. Clare, a workhorse who sometimes billed nearly 3,000 hours a year, had been an understudy to a senior partner whose practice included high-profile defamation cases. Ms. Locke arrived at Kirkland in 2006 after graduating from Georgetown University’s law school, where she’d led the local chapter of the conservative Federalist Society. Mr. Clare soon became a mentor.

In 2014, they founded Clare Locke. The public explanation, which they recounted in interviews over the years, was that they had grown frustrated at Kirkland, which sometimes blocked them from taking defamation cases that conflicted with the firm’s bread-and-butter work for corporate clients.

There was more to their origin story, though. Senior partners at Kirkland had fielded complaints that Mr. Clare and Ms. Locke, who at the time were married to other people, were having an affair, according to six current and former Kirkland employees. Ms. Locke often reported to Mr. Clare.

Mr. Clare and Ms. Locke denied at the time that they were romantically involved. But Kirkland partners told them that if the relationship continued, at least one of them would have to leave the firm, four of the current and former employees said.

Mr. Clare and Ms. Locke said that “this is not true and any suggestion to the contrary would be false and defamatory.” (A Kirkland spokeswoman declined to comment.)

Mr. Clare and Ms. Locke set up their firm in the wealthy Washington suburb of Alexandria, Va., near where they both lived with their respective spouses and children. They recruited a small group of lawyers and staff members from Kirkland to join them.

One morning in 2015, the new firm’s lawyers were surprised to receive a mass email from Ms. Locke’s husband, Spencer R. Fisher. He wrote that he had discovered that Ms. Locke’s relationship with Mr. Clare was more than professional. Mr. Clare and Ms. Locke had previously assured employees that they were not romantically involved, according to Megan L. Meier and Andy Phillips, two of Clare Locke’s first recruits. Mr. Fisher’s email planted seeds of distrust, with some employees beginning to worry about their ability to communicate openly with their bosses.

Mr. Clare and Ms. Locke denied telling Ms. Meier and Mr. Phillips that they were not romantically involved, and they said the employees did not mention concerns about a lack of trust.

Mr. Fisher, in an email to The Times, didn’t answer questions about the message he had sent to Clare Locke employees and others. “Libby is not only a brilliant lawyer, but also a compassionate and giving person,” he said. “She has a strong sense of ethics and responsibility, and she is always willing to help those in need.”

Clare Locke’s fortunes soon soared. In 2016, the firm won a roughly $3 million jury verdict on behalf of a dean at the University of Virginia who had been defamed by a deeply flawed article in Rolling Stone magazine. The victory generated national headlines.

A procession of lucrative clients came calling for help combating the media. There were hedge fund kingpins and Silicon Valley executives accused of personal or business misconduct. There were politicians facing allegations of sexual improprieties. There were litigious foreign businessmen . There was a wing of the Sackler family , of OxyContin notoriety. There were Russian oligarchs like Oleg Deripaska , although Clare Locke has since stopped representing him.

“Keep calm and file libel suits,” read a framed sign hanging in Clare Locke’s office.

The firm represented the former Alaska governor Sarah Palin and Project Veritas , the group of right-wing provocateurs, in lawsuits against The Times. The Project Veritas case is ongoing.

Litigation, however, tended to be a last resort. More frequently, Mr. Clare, Ms. Locke and their colleagues sought to derail or shape stories before publication. To do this, they cranked out warning letters to reporters, editors, publishers and their lawyers trying to poke holes in planned articles and accusing journalists of bias, unethical behavior and getting facts wrong. Citing the possibility of litigation, the letters often instructed news organizations to preserve all documents, notes and other materials associated with their reporting.

Mr. Clare and Ms. Locke used similar tactics as The Times prepared this article. In one email to a Times lawyer, Ms. Locke called this reporter “a misogynist and a snake.” She and Mr. Clare told The Times to preserve all documents related to this article.

The pair said they only pursued media outlets that got facts wrong, and they denied trying to kill unfavorable articles. “The firm takes clients who have valid complaints about how they were mistreated by the media,” they said.

“They are fierce advocates for their clients and not for themselves,” said Leland Vittert, a former Fox News correspondent who is now an anchor at the cable network NewsNation. He said he became friends with Mr. Clare and Ms. Locke after they helped his family’s business in Michigan confront negative local media coverage in 2016. “I’ve always seen them as people who just care about the truth.”

Piloting the Cessna

Clare Locke generally charged by the hour; Mr. Clare’s rate sometimes was about $1,800, according to people with knowledge of the firm’s finances. (Mr. Clare and Ms. Locke wouldn’t discuss the firm’s finances but said that they charge the same hourly rate.) The firm often required clients to pay tens of thousands of dollars in upfront retainers — and more if the client wanted to explicitly threaten to sue. Even fairly anodyne letters to media organizations could cost clients nearly six figures.

Before long, Clare Locke was pulling in tens of millions of dollars a year in revenue. While the firm had several partners, Mr. Clare and Ms. Locke were the only two with ownership stakes, and the people familiar with the firm’s finances estimated that the founders each took home millions of dollars a year.

In 2017, after divorcing their spouses and about three years after starting their firm, they married. Ms. Meier, the first recruit to their firm, officiated their Georgetown wedding.

The couple bought a $4.3 million house down the street from their firm’s offices. They purchased a lakefront home in Ms. Locke’s native Georgia and spent long stretches at a property in the Turks and Caicos, according to public records and acquaintances. Mr. Clare piloted the firm’s Cessna jet between those and other locations.

Colleagues described both Mr. Clare and Ms. Locke as smart and hard-working; in their written response to The Times, the couple noted that she twice returned early from maternity leaves “because of her dedication to her work and clients.”

In other ways, though, they differed. He was risk-averse and calm, colleagues said. She was entrepreneurial and could be impetuous. At a conference last fall, Mr. Clare and other media lawyers were onstage discussing the Dominion case when Ms. Locke interrupted from the audience to express her view that the media has too many legal protections, according to panelists, some of whom said they were taken aback by her outburst. “We like to joke that ours is a story of fire and ice,” Mr. Clare said on a podcast last year.

Thanks in part to the high-profile Rolling Stone victory, Ms. Locke became a popular booking for TV shows and at public events to debate media law and the scope of the First Amendment.

At a Federalist Society conference, she argued in favor of unmasking journalists’ confidential sources, which would represent a break from longstanding legal precedents and the laws of many states. At that conference and elsewhere, she called for the overturning of a series of Supreme Court decisions that made it harder for public figures to win libel lawsuits — a stance that has gained support from at least two justices, Clarence Thomas and Neil Gorsuch , and would generally benefit her firm’s clients.

Behind the scenes, Ms. Locke helped Gov. Ron DeSantis of Florida organize an event last year to argue for diluting legal protections for the media, according to emails and other documents that The Times obtained via public records requests.

Ms. Locke also appeared three times on Tucker Carlson’s top-rated Fox News show. He praised her as “one of the most successful lawyers in this small but important field” of defamation law.

In internal Slack messages that the firm provided to The Times, Ms. Locke’s colleagues applauded their boss’s performances on Fox News. Privately, though, some worried about what clients would think of the firm’s associating with a show that often trafficked in xenophobia and falsehoods.

Manna for lawyers

About three weeks after the 2020 election, Mr. Clare was preparing for Thanksgiving when he got a phone call from a representative of Dominion.

Conspiracy theorists were flooding the airwaves and social media with false accusations that Dominion’s voting technology, in use in 28 states, was partly to blame for Mr. Trump’s defeat. Trump allies like Sidney Powell, Rudy Giuliani and Mike Lindell were claiming that the company had changed or canceled people’s votes and that it was controlled by the Venezuelan government, among other baseless charges. Outlets like Fox News and One America News amplified the falsehoods.

Dominion’s business was under siege. Its employees faced threats.

Mr. Clare agreed to take the company on as a client. “We recognized right away just how momentous an issue this was, not only for Dominion, but for the entire country and the integrity of elections,” he later told Reuters .

Mr. Clare and his colleagues began sending scores of cease-and-desist letters warning Trump allies , media personalities and news organizations that they were disseminating defamatory lies. The goal was twofold: to stop the smears of Dominion and, failing that, to create a paper trail showing that the potential defendants had been put on notice.

The lies continued.

In January 2021, shortly after a Trump-inspired mob attacked the Capitol, Dominion brought on Susman Godfrey, a litigation powerhouse with more than 150 lawyers. It had become clear that Dominion would file a slew of lawsuits and that Clare Locke was too small to handle them all on its own. In addition, Clare Locke was charging Dominion by the hour, and the bills were already piling up. Susman Godfrey agreed to take the case on contingency, meaning it would get a cut of any settlement or damages but wouldn’t charge the company in the meantime. (Susman Godfrey represents The Times in a copyright lawsuit against OpenAI and Microsoft.)

The complaint against Fox was filed in March 2021, in state court in Delaware, where Dominion and Fox were both incorporated. Including exhibits, it ran to 441 pages . It accused Fox of knowingly providing a platform for guests to lie about Dominion, and it accused numerous hosts, including Mr. Carlson, Maria Bartiromo and Lou Dobbs, of endorsing and repeating those lies. The suit sought more than $1.6 billion in damages.

Susman Godfrey took the lead on the lawsuit, but Clare Locke had some crucial assignments. It was largely responsible for fending off Fox’s motions to dismiss the case. Mr. Clare and his colleague Ms. Meier also handled depositions of some important Fox figures. One was Mr. Carlson, who emerged from his August 2022 deposition rattled by Mr. Clare. “It was so unhealthy,” he fumed in a leaked video , “the hate that I felt for that guy.”

The biggest bombshells emerged from the discovery process, in which Dominion’s lawyers got to sift through Fox employees’ emails, text messages and other records.

They learned that Fox News had an internal research operation, known as the “Brainroom,” that had concluded that the allegations about Dominion switching votes were “100% false.” Hosts, producers and executives had repeatedly written to one another that they knew the network was broadcasting false claims. “Sidney Powell is lying,” Mr. Carlson had written to his producer in November 2020, even as Fox kept putting her on air.

This kind of documentation was like manna for the Dominion team. Lawyers zapped messages back and forth marveling at what they were reading. “I’m not sure I’ll ever see that type of evidence again,” Mr. Clare said on a panel last year .

Talk of quitting

Despite the apparent strength of Dominion’s case, Ms. Locke was unhappy.

On multiple occasions in late 2022 and early 2023, Mr. Clare told colleagues that he had discussed the case with his wife and that she wanted the firm to stop working on it, according to several people with knowledge of the conversation, including Daniel P. Watkins, one of the Clare Locke partners on the Dominion suit. Mr. Clare told colleagues that he was inclined to grant Ms. Locke’s wish.

“She didn’t want us to work on the case and was very expressive about it,” said Mr. Watkins, who later left to start a new firm.

Mr. Clare denied making the remarks about quitting. “The firm did not want to get off the case, and it did not,” he and Ms. Locke said in their written response. The two said they pushed for a larger role on the case but declined to provide details.

Ms. Locke told people that Clare Locke wasn’t being adequately paid for its extensive work. One issue was that the fee arrangement the firm had negotiated with Dominion imposed a cap on the total amount that could be billed, a limit that was fast approaching. At one point, Ms. Locke said the firm would need to stop working as soon as that cap was hit, even if it happened in the middle of the trial, according to people familiar with the internal deliberations.

Some lawyers involved in the Dominion litigation doubted that was the full explanation. They believed that Ms. Locke wanted to ditch Dominion in part because her law firm and husband were in secondary roles and she had barely any direct involvement in the high-profile case. Mr. Watkins noted that Ms. Locke at times would change the subject when he and his colleagues began excitedly discussing what they regarded as the case of the century.

“She was upset when things didn’t revolve around her,” Mr. Watkins said.

Mr. Clare and Ms. Locke dismissed that as “demonstrably false and absolutely ridiculous, not to mention completely sexist.” While Ms. Locke was not listed in court filings as a lawyer on the Dominion case, they said she made “many contributions,” including helping prepare for and sitting in on the deposition of Mr. Carlson.

Mr. Clare’s colleagues told him repeatedly that quitting the case would be a public embarrassment because people would assume that Dominion had fired the firm, according to lawyers with knowledge of the discussions.

Ultimately, Mr. Clare agreed to stay on the case.

The trial was scheduled for mid-April. Lawyers descended on Wilmington weeks in advance. The Dominion team booked entire floors of the DoubleTree hotel next to the court complex.

Mr. Clare was one of the few Dominion lawyers not staying in Wilmington; to the irritation of some Clare Locke and Susman Godfrey lawyers, he spent most of the first two weeks of April in the Turks and Caicos. He arrived in Wilmington the day before the trial was initially scheduled to begin.

Mr. Clare and Ms. Locke said he was fully engaged in trial preparation while working remotely. He wasn’t scheduled to cross-examine witnesses until later in the trial.

The judge urged the two sides to take a final stab at settling. Negotiations went down to the wire . Finally, just as opening arguments were about to start, there was a deal: Fox would pay Dominion $787.5 million.

The judge announced the settlement to a stunned courtroom. Before the lawyers headed to the Columbus Inn, Fox wired the money to Dominion’s accounts. (In a statement for this article, Dominion said that it was grateful to all of its lawyers “for their world-class support.”)

It was one of the largest defamation settlements in U.S. history, but it seemed to undercut an argument Ms. Locke had been making about constitutional protections of the media.

For years, she had been calling for the Supreme Court to overturn its famous 1964 ruling in New York Times v. Sullivan, which required public officials to overcome high hurdles to win defamation cases. Ms. Locke and her allies argue that Sullivan, as well as a handful of subsequent decisions, makes it all but impossible to hold the media accountable when they wrecked reputations.

But the Sullivan precedent didn’t get in the way of Fox’s being held to account to the tune of nearly $800 million.

Ms. Locke, however, did not back down. To her, the Dominion lawsuit revealed a fundamentally dishonest media that had been emboldened by undeserved constitutional protections. “I think the settlement shows just how comfortable the mainstream press has become under the Sullivan regime lying to the American public,” she said the week after the deal.

Anger and an exodus

Even though Clare Locke had stuck with Dominion, questions about its commitment to the case had sapped some partners’ confidence in the firm’s leadership — the latest in a long list of grievances.

Some partners felt that because they didn’t have equity stakes in the firm, they were being underpaid. They were unhappy when the firm hired a lawyer from Project Veritas, an organization whose tradecraft included deceptive tactics , without consulting the partners. They resented what they saw as Ms. Locke’s harsh treatment of some subordinates. And they worried that prospective clients would be turned off by the perception of Ms. Locke as an ideological warrior.

By the time of the Dominion settlement, four Clare Locke partners — Ms. Meier, Mr. Watkins, Mr. Phillips and Dustin Pusch — had decided to quit to start their own law firm.

Mr. Clare and Ms. Locke said that the four “never expressed ‘frustrations’ or ‘resentment’ to Tom or Libby” and had said in self-evaluation memos that they had confidence in the firm and its management. They said that the partners had each earned millions of dollars and that some of them had praised the firm’s compensation policies.

One morning in early August, the four partners gathered in a conference room in Clare Locke’s offices, according to Mr. Watkins and other people familiar with the meeting. The firm’s two founders joined via Zoom.

Ms. Meier and her colleagues broke the news: They were going to issue a news release announcing the creation of their new firm, which would be called Meier Watkins Phillips Pusch. Aside from Mr. Clare and Ms. Locke, there would be only one remaining partner at their firm.

The two founders seemed stunned. Mr. Clare, whose camera was off for most of the meeting, said he wasn’t sure that the firm would be able to continue to operate. (Mr. Clare and Ms. Locke said that “there was NEVER a moment when anyone thought or said that the firm would not survive.”)

Ms. Locke asked when the departures were effective. “Twenty minutes ago,” Mr. Watkins responded.

There was silence. Ms. Locke began to cry.

Headline-worthy clients

Any concerns about Clare Locke’s ability to keep operating quickly proved unfounded. The firm replenished its ranks by promoting associates to partners and hiring new lawyers, including another veteran of Project Veritas.

“Clare Locke is a better and stronger law firm today than before the departures,” Mr. Clare and Ms. Locke said. They said the former partners’ “true motivation” for creating their own firm was to snatch for themselves a multimillion-dollar fee from an ongoing defamation lawsuit, which Mr. Watkins and others had filed on behalf of a company called Kytch while at Clare Locke.

Mr. Phillips disputed that. He said that Kytch fired Clare Locke last fall, after the four partners had created their new firm, which is now representing the company. (Clare Locke this month filed a lawsuit seeking legal fees from Kytch.)

At the same time, Clare Locke kept attracting headline-worthy clients.

Last fall, Harvard’s president, Claudine Gay, came under fire from activists and alumni like the hedge fund manager Bill Ackman, who accused her of plagiarism . The university hired Clare Locke to defend Ms. Gay and to warn The New York Post about the prospect of litigation if it published articles about the allegations. The Post ran its stories, and Ms. Gay soon resigned as president.

Then Clare Locke began representing Mr. Ackman. In January, Business Insider published articles accusing his wife, Neri Oxman, of plagiarism. Mr. Ackman hired Clare Locke to write a 77-page letter threatening the outlet with litigation if it didn’t retract the claims. Business Insider has stood by its articles.

In a recent interview with The Times, Mr. Ackman said he was upset with the media’s power “to destroy lives.” Announcing the letter on X, he called Ms. Locke and Mr. Clare “the rock stars of defamation law. They should be your first call if something like what happened to Neri and me happens to you.”

Their firm, Mr. Ackman noted, was “best known for its recent representation of Dominion.”

Kitty Bennett contributed research.

David Enrich is the business investigations editor for The Times. His coverage has focused on law and business as well as the banking industry. He has reported on corporate law firms, the First Amendment and libel law, and faltering banks. More about David Enrich

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