========================================================================= Date: Thu, 5 Dec 2002 12:25:18 -0500 Reply-To: Lionel Smith Sender: Enrichment - Restitution & Unjust Enrichment Legal Issues From: Lionel Smith Subject: corporate disgorgement Mime-Version: 1.0 Content-Type: text/plain; charset="us-ascii"; format=flowed "The under-publicised disgorgement provisions of the Sarbanes-Oxley Act raise the stakes for directors and executive officers." p. 20 of the December issue of Norton Rose's International Securities Quarterly: http://www.nortonrose.com/publications/ISQ%20December%202002%20SL.pdf LDS ____________________________________________________________________ This message was delivered through the Restitution Discussion Group, an international internet LISTSERV devoted to all aspects of the law of unjust enrichment. To subscribe, send "subscribe enrichment" in the body of a message to . To unsubscribe, send "signoff enrichment" to the same address. To make a posting to all group members, send to . The list is run by Lionel Smith of McGill University, tel. (+1) 514 398 6635, email . ========================================================================= Date: Thu, 5 Dec 2002 17:41:11 -0000 Reply-To: Francis Rose Sender: Enrichment - Restitution & Unjust Enrichment Legal Issues From: Francis Rose Subject: Dubai v Salaam Comments: To: Lionel Smith MIME-Version: 1.0 Content-Type: text/plain; charset="iso-8859-1" HL allowed the appeal of the Amhurst firm, set aside the order of the Court of Appeal and restored the order of Rix J. They dismissed the appeals of Al Tajir and Salaam. ____________________________________________________________________ This message was delivered through the Restitution Discussion Group, an international internet LISTSERV devoted to all aspects of the law of unjust enrichment. To subscribe, send "subscribe enrichment" in the body of a message to . To unsubscribe, send "signoff enrichment" to the same address. To make a posting to all group members, send to . The list is run by Lionel Smith of McGill University, tel. (+1) 514 398 6635, email . ========================================================================= Date: Fri, 6 Dec 2002 10:57:49 +0000 Reply-To: Steve Hedley Sender: Enrichment - Restitution & Unjust Enrichment Legal Issues From: Steve Hedley Subject: RLR volume 10 (2002) now out Mime-Version: 1.0 Content-Type: text/plain; charset="us-ascii" Full contents list for the latest RLR, now published: ARTICLES Subsisting contracts and failure of consideration - a little scepticism (Andrew Tettenborn) Mistake: symbol, metaphor and unfolding (Richard Sutton) The proprietary consequences of rescission (Sarah Worthington) Proprietary remedies for mistake and ignorance: An unseen equivalence (Duncan Sheehan) Joint and several restitutionary liabilities (Charles Mitchell) UE as a source of obligation - the genesis of a legal concept in the European Ius Communne (Jan Hallebeck) COMMENTS Royal Bank v. Etridge (David Capper) Dextra v. Bank of Jamaica (Tim Akkouh and Charlie Webb) Twinsectra v. Yardley (Charles Rickett) REGIONAL DIGEST Asia Pacific (TM Yeo) Australia (Peter Butler) Canada (Lionel Smith) Caribbean (Gerard McMeel) England and Wales (Gerard McMeel) EU (Alison Jones) Israel (Daniel Friedmann) New Zealand (Peter Watts) Scotland (William Stewart) South Africa (Daniel Visser) USA (Andrew Kull) BOOK REVIEWS Krebs, Restitution at the crossroads (Gerhard Dannemann) McDowell, Sourcebook of Restitution Law (Peter Jaffey) Tettenborn, Law of restitution (3rd ed) (Charlie Webb and Tim Akkouh) Panagopoulos, Restitution in Private International Law (Graham Virgo) Grantham and Rickett, Enrichment and Restitution in NZ (Andrew Tettenborn) Edelman , Gain-based damages (Ralph Cunnington) Kilpatrick Novitz and Skidmore, The future of remedies in Europe (Rafal Zakrewski) Steve Hedley ============================================= FACULTY OF LAW, UNIVERSITY OF CAMBRIDGE e-mail : steve.hedley@law.cam.ac.uk ansaphone : +44 1223 334931 www.stevehedley.com fax : +44 1223 334967 Christ's College Cambridge CB2 3BU ============================================= ____________________________________________________________________ This message was delivered through the Restitution Discussion Group, an international internet LISTSERV devoted to all aspects of the law of unjust enrichment. To subscribe, send "subscribe enrichment" in the body of a message to . To unsubscribe, send "signoff enrichment" to the same address. To make a posting to all group members, send to . The list is run by Lionel Smith of McGill University, tel. (+1) 514 398 6635, email . ========================================================================= Date: Fri, 6 Dec 2002 11:05:59 +0000 Reply-To: Steve Hedley Sender: Enrichment - Restitution & Unjust Enrichment Legal Issues From: Steve Hedley Subject: Corporate disgorgement In-Reply-To: <5.1.0.14.2.20021205122142.02efb8a0@staff.mcgill.ca> Mime-Version: 1.0 Content-Type: text/plain; charset="us-ascii" At 12:25 05/12/02 -0500, Lionel Smith wrote: >"The under-publicised disgorgement provisions of >the Sarbanes-Oxley Act raise the stakes for directors >and executive officers." Those who are not as familiar as they might be with this legislation may find the following links useful - they are arranged roughly in ascending order of difficulty. http://www.nysscpa.org/home/2002/802/2week/article58.htm http://www.guardian.co.uk/business/story/0%2C3604%2C774196%2C00.html http://www.whitehouse.gov/news/releases/2002/07/20020730.html http://www.graycary.com/newsletter/corp/020729/sarbanes_oxley_act.htm http://www.ffhsj.com/cmemos/020802_sarbanes_cover.htm Steve Hedley ============================================= FACULTY OF LAW, UNIVERSITY OF CAMBRIDGE e-mail : steve.hedley@law.cam.ac.uk ansaphone : +44 1223 334931 www.stevehedley.com fax : +44 1223 334967 Christ's College Cambridge CB2 3BU ============================================= ____________________________________________________________________ This message was delivered through the Restitution Discussion Group, an international internet LISTSERV devoted to all aspects of the law of unjust enrichment. To subscribe, send "subscribe enrichment" in the body of a message to . To unsubscribe, send "signoff enrichment" to the same address. To make a posting to all group members, send to . The list is run by Lionel Smith of McGill University, tel. (+1) 514 398 6635, email . ========================================================================= Date: Mon, 9 Dec 2002 17:10:26 +0000 Reply-To: Charles Mitchell Sender: Enrichment - Restitution & Unjust Enrichment Legal Issues From: Charles Mitchell Subject: Restitutionary damages for breach of contract Mime-Version: 1.0 Content-Type: text/plain; charset="us-ascii" A-G v Blake-sceptics will be cheered by two cases taking a decidedly non-expansive view of what counts as an 'exceptional' situation for the purposes of claiming restitutionary damages for breach of contract. The first is a decision in QBD by Buckley J: Experience Hendricks LLC v PPX Enterprises Inc [2002] EWHC 1353 (QBD). The second is an arbitration tribunal decision which has unusually made it into Lloyd's Reports, and which features Sir Christopher Staughton in characteristically dry form. The full citation, charmingly, is: AB Corp v CD Co (The ‘Sine Nomine') [2002] 1 Lloyd's Rep 805. Charles ________________________________________________________________________ Dr Charles Mitchell Reader in Law and Director of Postgraduate Taught Programmes School of Law King's College London Strand LONDON WC2R 2LS tel: 020 7848 2290 fax: 020 7848 2465 ____________________________________________________________________ This message was delivered through the Restitution Discussion Group, an international internet LISTSERV devoted to all aspects of the law of unjust enrichment. To subscribe, send "subscribe enrichment" in the body of a message to . To unsubscribe, send "signoff enrichment" to the same address. To make a posting to all group members, send to . The list is run by Lionel Smith of McGill University, tel. (+1) 514 398 6635, email . ========================================================================= Date: Wed, 11 Dec 2002 15:30:55 +0000 Reply-To: Charles Mitchell Sender: Enrichment - Restitution & Unjust Enrichment Legal Issues From: Charles Mitchell Subject: Tracing - Clayton's case - FIFO Mime-Version: 1.0 Content-Type: text/plain; charset="us-ascii" Paul Matthews has just drawn my attention to a recent decision by Lindsay J in the Chancery Division, which further erodes the status of Clayton's case as the English default rule to resolve evidential difficulties whenever the money of two innocents is wrongfully mixed by a third party in a current bank account. The case is Russell-Cooke Trust Co v Prentis [2002] EWHC 2227 (Ch). Counsel in the case included Tony Oakley. At para 55, Lindsay J reviews Barlow Clowes v Vaughan, remarks that it is 'plain' from all three of the CA judgments there that the rule in Clayton's case 'can be displaced by even a slight counterweight', and concludes that 'in terms of its actual application between beneficiaries who have in any sense met a shared misfortune, it might be more accurate to refer to the exception that is, rather than the rule in, Clayton's case'. Charles ________________________________________________________________________ Dr Charles Mitchell Reader in Law and Director of Postgraduate Taught Programmes School of Law King's College London Strand LONDON WC2R 2LS tel: 020 7848 2290 fax: 020 7848 2465 ____________________________________________________________________ This message was delivered through the Restitution Discussion Group, an international internet LISTSERV devoted to all aspects of the law of unjust enrichment. To subscribe, send "subscribe enrichment" in the body of a message to . To unsubscribe, send "signoff enrichment" to the same address. To make a posting to all group members, send to . The list is run by Lionel Smith of McGill University, tel. (+1) 514 398 6635, email . ========================================================================= Date: Thu, 26 Dec 2002 11:21:38 -0500 Reply-To: Look Chan Ho Sender: Enrichment - Restitution & Unjust Enrichment Legal Issues From: Look Chan Ho Subject: Rolled Steel and Akindele One of the propositions Rolled Steel Products v British Steel Corporation [1986] Ch 246 stands for is that a contract entered into by a director in breach of his fiduciary duty is binding on his company, unless the other contracting party has notice of the breach of fiduciary duty. The Court of Appeal in Criterion Properties v Stratford [2002] EWCA Civ 1783 (18 December 2002), in considering whether a poison pill agreement entered into in breach of the directors' fiduciary duty is binding on the company, assimilated Rolled Steel and BCCI v Akindele such that the enforceability of the poison pill is dependent upon whether it is unconscionable in all the circumstances for the other contracting party to have relied on the directors' authority. This assimilation to knowing receipt cases is based on the "logic" seen by the first instance judge: contractual rights received by the other contracting party can be viewed either as flawed by lack of authority on the part of directors, or as themselves property transferred in breach of trust. Is this assimilation appropriate? If so, is the Rolled Steel line of cases still good law in light of successive House of Lords dicta to the effect that knowing receipt is strict liability? ____________________________________________________________________ This message was delivered through the Restitution Discussion Group, an international internet LISTSERV devoted to all aspects of the law of unjust enrichment. To subscribe, send "subscribe enrichment" in the body of a message to . To unsubscribe, send "signoff enrichment" to the same address. To make a posting to all group members, send to . The list is run by Lionel Smith of McGill University, tel. (+1) 514 398 6635, email .