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The Judicial Committee of the Privy Council Decisions
You are here: BAILII >> Databases >> The Judicial Committee of the Privy Council Decisions >> Meridian Global Funds Management Asia Ltd v The Securities Commission  UKPC 5 (26 June 1995)
Cite as:  UKPC 5,  3 All ER 918,  3 WLR 413,  2 BCLC 116,  2 AC 500,  BCC 942
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Present at the hearing: -
Lord Keith of Kinkel
Lord Jauncev of Tullichettle
Lord Lloyd of Berwick
[Delivered by Lord Hoffmann]
"(3) Every person who, after the commencement of this section, becomes a substantial security holder in a public issuer shall give notice that the person is a substantial security holder in the public issuer to -
(a) The public issuer; and
(b) Any stock exchange on which the securities of the public issuer are listed.
(4) Every notice under subsection (3) of this section shall -
(a) Be in the prescribed form; and
(b) Contain the prescribed information; and
(c) Be accompanied by, or have annexed, such documents, certificates, and statements as may be prescribed; and
(d) Be given in the prescribed manner; and
(e) Be given as soon as the person knows, or ought to know, that the person is a substantial security holder in the public issuer."
"He took all reasonable precautions and exercised all due diligence to avoid the commission of such an offence by himself or any person under his control."
"It may be a reasonable step for an employer to instruct a superior servant to supervise the activities of inferior servants whose physical acts may in the absence of supervision result in that being done which it is sought to prevent. This is not to delegate the employer's duty to exercise all due diligence; it is to perform it. To treat the duty of an employer to exercise due diligence as unperformed unless due diligence was also exercised by all his servants to whom he had reasonably given all proper instructions and upon whom he could reasonably rely to carry them out, would be to render the defence of due diligence nugatory and so thwart the clear intention of Parliament in providing it."
"... would allow a company to enjoy the benefit of restrictions outlawed by Parliament and the benefit of arrangements prohibited by the courts provided that the restrictions were accepted and implemented and the arrangements were negotiated by one or more employees who had been forbidden to do so by some superior employees identified in argument as a member of the 'higher management' of the company or by one or more directors of the company identified in argument as 'the guiding will' of the company."
"It has a brain and nerve centre which controls what it does. It also has hands which hold the tools and act in accordance with directions from the centre."
But this anthropomorphism, by the very power of the image, distracts attention from the purpose for which Viscount Haldane said he was using the notion of directing mind and will, namely to apply the attribution rule derived from section 502 to the particular defendant in the case:-
"For if Mr. Lennard was the directing mind of the company, then his action must, unless a corporation is not to be liable at all, have been an action which was the action of the company itself within the meaning of s. 502." (At page 713; emphasis supplied.)
"It would not have required any very detailed examination of the engine room records in order to ascertain that The Lady Gwendolen was frequently proceeding at full speed at times when the deck log was recording dense fog."
In applying section 503 of the Merchant Shipping Act 1894, Sellers LJ. said of the company at page 333:-
"In their capacity as shipowners they must be judged by the standard of conduct of the ordinary reasonable shipowner in the management and control of a vessel or of a fleet of vessels."
The court found that a reasonable shipowner would have realised what was happening and given the master proper instruction in the use of radar. None of the people in the company's hierarchy had done so.