"Guinness plc v Saunders Guinness plc v Saunders [1989] UKHL 2 is a UK company law case, regarding the power of the company to pay directors. It required that whatever rules exist for payment in the company's articles, they must be strictly observed. Guinness plc appointed a committee of three directors in January 1986, Ernest Saunders (the chairman), Olivier Roux and Tom Ward (who was an American attorney), to handle the company's affairs during a takeover bid for Distillers Company. Guinness was successful in its bid, though only after (among other things) Ward had been paid £5.2m. Ward claimed that"
"Ernest Saunders Ernest Walter Saunders (born 21 October 1935) is a British former business manager, best known as one of the ""Guinness Four"", a group of businessmen who attempted fraudulently to manipulate the share price of the Guinness company. He was sentenced to five years' imprisonment, but released after 10 months as he was believed to be suffering from Alzheimer's disease, which is incurable. He subsequently made a full recovery. He was born Ernest Walter Schleyer in Austria and moved to the United Kingdom in 1938 when his parents - a Jewish gynaecologist and an Austrian mother - emigrated to"
"golfer, playing from a low handicap and was awarded a half blue at Balliol, and elected captain of Royal Wimbledon Golf Club. He contracted Parkinson's disease and died on 6 March 2010 after a long illness. Denis Henry (English judge) Sir Denis Maurice Henry, PC (19 April 1931 – 6 March 2010) was an English barrister, Queen's Counsel and judge, rising to Lord Justice of Appeal. He presided over the Guinness share-trading fraud, a major British business scandal of the 1980s. Denis Henry was born 19 April 1931 in Margate, son of a British Indian Army Brigadier in the 5th"
"Guinness four in 1991 and 1995 ended in partial success, as sentences were reduced. In 1995 Michael Heseltine, the then President of the Board of Trade, lifted a government ""gagging order"" preventing disclosure of evidence in the appeals of defendants in the Guinness case. While this procedure was unjust, the court felt that it did not outweigh the prosecution's arguments. The now deceased Patrick Spens, 3rd Baron Spens, a defendant in the second, Guinness II, trial, who campaigned for compensation after the charges against him were dropped, said: ""We have tried for years to get the certificate lifted."" He said"
"that he had discharged his duty to his shareholders. While this benefited the Guinness family enormously, their percentage of shares in the reformed company dropped to about 6% and their last director retired in 1992. Guinness plc had also negotiated a compensation package in 1988 for those who owned Distillers shares at the time of the takeover, which was accepted. Bank Leu, still reeling from its role in a massive insider trading scandal in the United States, was ultimately forced to merge with Crédit Suisse in 1990. Having had their sentences reduced on appeal, the ""Guinness One"" trial defendants also"
"led to a scandal and criminal trial concerning the artificial inflation of the Guinness share price during the takeover bid engineered by the chairman, Ernest Saunders. A subsequent £5.2 million success fee paid to an American lawyer and Guinness director, Tom Ward, was the subject of the case ""Guinness plc v Saunders"", in which the House of Lords declared that the payment had been invalid. In the 1980s, as the IRA's bombing campaign spread to London and the rest of Britain, Guinness considered scrapping the harp as its logo. The company merged with Grand Metropolitan in 1997 to form Diageo."
"escape Nazi rule. He was educated at Emmanuel College, Cambridge. He married Carole Ann Stephing in 1963, and has two sons and one daughter. He had a career in management with Beecham, Great Universal Stores and Nestlé before becoming chief executive of Guinness plc (now a part of Diageo plc) in 1981, remaining in the position until 1986. He was renowned for his ruthless cost-cutting efficiency, earning from his employees the sobriquet 'Deadly Ernest'. Under his charge, early in 1986, Guinness plc launched a friendly takeover bid for Edinburgh-based Distillers Company plc, which was being stalked by a hostile bidder."
"than George Bush was the current President of the United States. Because of his apparent illness, Saunders was released from Ford Open Prison on 28 June 1991 having served only ten months of his sentence. (He would normally have been expected to have served 15 months of the 30-month sentence). After his release, he recovered from the symptoms which had led to the diagnosis. Saunders himself claimed in 1994 that he was never diagnosed with Alzheimer's, When asked by ""The Independent"" in 1996, Dr Gallwey commented: ""In the early stages of Alzheimer's or pre-senile dementia, it can be very difficult"
"and other evidence to indicate that Saunders brain was abnormally small for a man of his age, an observation which he said was consistent with a brain disease diagnosis. On 16 May 1991, the sentence was reduced to two and a half years. Lord Justice Neill said that he was satisfied that Saunders was suffering from pre-senile dementia associated with Alzheimer's disease, which is incurable. The decision was based on evidence from Dr Patrick Gallwey, a forensic pathologist, that Saunders was unable to recite three numbers backwards, was unable to use a door and his assertion that Gerald Ford rather"
"the Irish Free State's ""Control of Manufactures Act"" in 1932, the company moved its headquarters to London later that year. Guinness brewed its last porter in 1974. In 1983 a non-family chief executive Ernest Saunders was appointed and arranged the reverse takeover of the leading Scotch whisky producer Distillers in 1986. Saunders was then asked to resign following revelations that the Guinness stock price had been illegally manipulated (see Guinness share-trading fraud). In 1986, Guinness PLC was in the midst of a bidding war for the much larger Distillers Company. In the closing stages, Guinness' stock rose 25 per cent"
"a travel document; and think of the sheer physical burden of housing and accommodating a sudden influx of this size."" He was also Club Vice-Chairman until late 1990 when he was replaced by Andrew Hunter, MP. Lord Moyne was accused of involvement in a Swedish financial scandal. The case concerns a now defunct Swedish investment company, Trustor, of which Lord Moyne was made a figurehead director. It was alleged that Guinness was involved in the disappearance of £50,000,000 from Trustor's accounts, £35,000,000 of which were soon found on Trustor AB:s own bank account as they had never left the company."
"with the Guinness Trust. In 1963, he married Ingrid Guinness (née Wyndham), the former wife of his cousin Jonathan Guinness. He inherited three stepchildren, and they had three children: Henry, Georgia, and Olivia Gwendolen. In 1986, 22-year-old Olivia died from the effects of drink and drugs during a party in the Christ Church, Oxford, rooms of Count Gottfried von Bismarck. The coroner recorded a verdict of misadventure. Following Olivia's death, In later years, Channon suffered from Alzheimer's disease. He died at his home in Brentwood, Essex in January 2007. Paul Channon Henry Paul Guinness Channon, Baron Kelvedon, PC (9 October"
"This was effected by quietly boosting the Guinness share price. Subsequent to the bid, which resulted in success for Guinness, Saunders was charged (along with Jack Lyons, Anthony Parnes and Gerald Ronson) and convicted on 27 August 1990 of counts of conspiracy to contravene section 13(1)(a)(i) of the Prevention of Fraud (Investments) Act 1958, false accounting and theft, in relation to dishonest conduct in a share support operation (see Guinness share-trading fraud). A series of appeals was finally dismissed in December 2002, although a ruling by the European Court of Human Rights in ""Saunders v. the United Kingdom"" declared that"
"of Lyons, who was suffering from ill health, served prison sentences. The case was brought by the Serious Fraud Office. The defendants bought shares in Guinness plc to enable Guinness (by supporting its share price) to take over Distillers, a much larger company. The Distillers board favoured Guinness as partners and were facing a hostile bid by Argyll. The Guinness executives guaranteed without limit the defendants' losses if the value of their Guinness shares dropped; this gave the defendants an unfair advantage in what should be a fair market. The prosecution relied on a new law; the defendants claimed that"
"that Janner was experiencing the early stages of Parkinson's disease. Janner died on 19 December 2015 from complications of Alzheimer's disease, aged 87. Over the years, starting in 1991, specific allegations of sex abuse of children by Janner in the past—dating ultimately from at least 1955—were made to authorities. This did not lead to any official action, beyond Janner being questioned once, from the first allegations until 2015. After it was decided in 2015 that he should have been prosecuted earlier, the accusations were to be investigated in a ""trial of the facts"" in April 2016—Janner was deemed to be"
"Denis Henry (English judge) Sir Denis Maurice Henry, PC (19 April 1931 – 6 March 2010) was an English barrister, Queen's Counsel and judge, rising to Lord Justice of Appeal. He presided over the Guinness share-trading fraud, a major British business scandal of the 1980s. Denis Henry was born 19 April 1931 in Margate, son of a British Indian Army Brigadier in the 5th Maratha Light Infantry. He lived as a child in Quetta and New Delhi, later in Oxford and during World War II in Boston, Massachusetts as an evacuee. He was educated at Shrewsbury School, then subsequently did"
"perhaps best noted for presiding over two Guinness share-trading fraud trials in the 1980s, the first resulting in long prison sentences and heavy fines for Ernest Saunders, Gerald Ronson, Jack Lyons and Anthony Parnes. An obituary in The Scotsman suggests that it was for the meticulous care he had shown in representing Acas in a case connected with the Grunwick dispute that he was chosen to preside at the Guinness trial, despite only slight experience in criminal law. Henry's judgments include: Henry was married in 1963 to Linda (née Arthur), and the couple had three children. He was a keen"
"John Henry Guinness John Henry Guinness (10 April 1935 – 29 February 1988) was a son of Henry Eustace Guinness and was chairman of Guinness Mahon. Educated at Eton College, he attained the rank of officer in the Royal Navy. Later, he was named a director of Guinness Peat Group and served as chairman of Guinness and Mahon merchant bank. He married English-born Mary Jennifer Hollwey. They had three children: Ian Richard Guinness (b. 15 March 1961), Gillian Sarah Guinness (b. 8 July 1962) and Tania Caroline Guinness (b. 10 February 1966). In 1986, he was pistol-whipped during his wife's"
"kidnapping. She was rescued by Garda Síochána later that month. John Henry Guinness died of undisclosed causes on 29 February 1988, aged 52. John Henry Guinness John Henry Guinness (10 April 1935 – 29 February 1988) was a son of Henry Eustace Guinness and was chairman of Guinness Mahon. Educated at Eton College, he attained the rank of officer in the Royal Navy. Later, he was named a director of Guinness Peat Group and served as chairman of Guinness and Mahon merchant bank. He married English-born Mary Jennifer Hollwey. They had three children: Ian Richard Guinness (b. 15 March 1961),"
"Guinness share-trading fraud The Guinness share-trading fraud was a major business scandal of the 1980s. It involved the manipulation of the London stock market to inflate the price of Guinness shares to thereby assist Guinness's £4 billion takeover bid for the Scottish drinks company Distillers. Four businessmen were convicted of criminal offences for taking part in the manipulation. The scandal was discovered in testimony given by the US stock trader Ivan Boesky as part of a plea bargain. Ernest Saunders, Gerald Ronson, Jack Lyons and Anthony Parnes, the so-called Guinness four, were charged, paid large fines and, with the exception"
"fee to a Guinness director, American lawyer Tom Ward, but this was paid in such a way that it was alleged that Saunders had himself been secretly paid much of the fee outside Britain by Ward. The matter was examined in ""Guinness plc v Saunders"", a UK company law case distinct from the criminal cases, and Ward was ordered to return the fee to Guinness plc. ""Guinness One"", presided over by Lord Justice Henry ended in September 1990 with guilty verdicts against all four men and jail sentences for Saunders (five years), Ronson (one year) and Parnes (two and a"
"Alzheimer Society as his charity of choice, as his mother succumbed to Alzheimer's disease in 1992. Harper did not respond to the challenge. In an interview with ""The Globe and Mail"" published on April 1, Troy Reeb, the broadcast consortium chairman, discussed the process behind setting up the leaders' debates and the rationale for various decisions made, including the decision to exclude the Green Party's leader Elizabeth May. On April 5, the Federal Court rejected the Green Party's request for an expedited hearing on the matter prior to the scheduled debates. On April 10, the date of the French leaders"
"sentence was halved after medical evidence was produced at the Court of Appeal that suggested he was suffering from serious illness. A diagnosis of pre-senile Alzheimer's disease was accepted by the Appeal Court. Alzheimer's is an incurable, progressive degenerative disease of the brain, but Saunders subsequently made a full recovery from his medical condition. Dr Patrick Gallway, a forensic pathologist who was an expert witness at the appeal, explained in 1996 that a diagnosis for the condition is initially ""very difficult"" and said ""so we did not make one; we expressed worries about it."" After work by lawyers for Parnes"
"appointed chairman of the executive committee of a US-based multinational petrol credit-card company, Harpur-Gelco. Saunders also acted as a consultant to Seed International Ltd, a company based in the Cayman Islands. Seed offered investments in a variety of fields including wine, property, oil and gas exploration through Ocean International Marketing, their sales subsidiary with offices in Rotterdam. Ernest Saunders Ernest Walter Saunders (born 21 October 1935) is a British former business manager, best known as one of the ""Guinness Four"", a group of businessmen who attempted fraudulently to manipulate the share price of the Guinness company. He was sentenced to"
"successful but prior to the company listing, negative information about Brian Henry, original founder and CEO, and his brother Gerald Henry came to light. The allegations included reference to their bankruptcies in the late 1980s due to the 1987 sharemarket crash, and Gerald Henry's jail term for fraud in 1991 due to a draconian subset of US law. Diligent put out a statement that Gerald Henry was not associated with the company. The day following Diligent's listing, the company announced Henry's resignation as CEO due to the oversight of the disclosure of this information. However, some journalists at the time"
"Charges against David Mayhew of Cazenove, a takeover advisor, never came to trial. The case against Spens and Seelig collapsed in 1992 and charges against Mayhew were dropped after pre-trial challenges by his lawyers. Another defendant, Ward, returned to Britain to stand trial and was acquitted of any dishonesty. Though acquitted, the defendants had to pay lawyers' fees. The Department of Trade and Industry finally released in 1997 the report of their investigation started a decade earlier. It clarified that the biggest buyer of Guinness shares to support the bid was J Rothschild Holdings, the investment group then headed by"
"left the company credited with fixing the deficiencies left by Gibbons and was temporarily replaced with David Nash. He was elevated to Chairman in July, with Robert Lowes as CEO. Lowes became chairman in November. In 1997, Grand Metropolitan merged with Guinness to form a company called Diageo in a deal worth US$22 billion. Franchisees alleged that Diageo ignored the chain in favor of its liquor business; there were two more CEOs in the time Diageo owned the company. This institutionalized neglect further hurt the standing of the brand, in turn causing significant financial damage to Burger King's franchisees. By"
"Gus was unlucky with his health, having his first heart attack in 1984, ten major operations in the following 19 years, as well as a number of ongoing chronic conditions for over 40 years. He was a quiet man known for his wry sense of humour and for dissolving into uncontrollable chuckles before he had got to the punch line of his legendary fund of coffee-room jokes. Everybody laughed anyway – he was such a good, honest man that one couldn't help but enjoy his company. Gus died 9 August 2007 at the age of 78, satisfied that he had"
"which gave him ""enormous pleasure"". This sundial can still be seen today at Earlscliffe. Lumsden died on 3 September 1944. John Lumsden Sir John Lumsden KBE (14 November 1869 – 3 September 1944) was an Irish physician. He was famous for his role as Chief Medical Officer of Guinness Brewery, during which time he founded both St James's Gate F.C. and the St John Ambulance Brigade of Ireland. During the Easter Rising of 1916, he was noted for treating anyone who was wounded, regardless of which side they fought for. Sir John Lumsden was born in Drogheda, County Louth, Ireland,"
"sold control of the brewery to Sir Benjamin's third son Edward (1847–1927), who became 1st Earl of Iveagh. Iveagh launched the company on the London Stock Exchange in 1886. Up until then the only other partners outside of the Guinness family were members of the Purser family who helped run the brewery throughout most of the nineteenth century. He, his son & great-grandson, the 2nd and 3rd Earls, chaired the Guinness company until the 3rd earl's death in 1992. There are no longer any members of the Guinness family on the board. On 17 June 2007, ""The Sunday Independent"" first"
"The manifesto claimed that the incorporation would ""strengthen Britain’s response to white collar crime by... improving intelligence sharing and bolstering the investigation of serious fraud, money laundering and financial crime."" In 1986 there were rumours that the Guinness Brewery takeover of the Distillers Company was tainted by an unlawful share support operation which involved Guinness offering secret indemnities (from its own funds) against losses to people ‘supporting’ the bid which resulted in a dramatic rise in the price of Guinness shares. Having examined the bid, the SFO opened an investigation which led to the conviction in 1990 of the then"
"drug tested before it was even allowed to set foot on any track for a qualifying trial. The merger allowed the governing body to track every greyhound registered to race on licensed tracks and would help combat the small minority that abused welfare rules. The new Chief Executive of the G.B.G.B would be former Olympic field hockey gold medallist Ian Taylor, well known as the goalkeeper in the famous 1988 Seoul Games. He would only stay in the position for a relatively short time however and saw the bookmakers levy decreasing; it dropped £2 million to £10 million in total,"
"a number of Jewish organisations including the Board of Deputies of British Jews, of which he was chairman from 1978 to 1984, and was later prominent in the field of education about the Holocaust. Allegations that he had sexually abused children first emerged publicly in 1991, but Janner denied them and no action was taken. The accusations re-emerged shortly before Janner's death, and although the Crown Prosecution Service (CPS) considered that there was enough evidence to merit prosecution, they decided that it would not be in the public interest as Janner had been diagnosed as suffering from dementia. This decision"