5/11/2011 Company Law I Lecture 10: Corporate Contracting Corporate action-contract and company Question:how does a legal person enter into and become bound by a contract? Meridian Global Funds Management Asia Ltd v Securities Commission [1995]2 BCLC 116 Lord Hoffmann:rules of attribution(determining which acts are attributed to the co);there are two types Primary rules of attribution:the rules set out in a co's constitution, together with the statutory and common law rules,which provided that specified decisions of the co's organs are"decisions of the co" General rules of attribution:rules that for the purpose of the contract, tort or crime in question attribute the actions of natural persons,as distinct from actions of the corporate organs,to the co 15/11/2011 1 1 Company Law I Lecture 10: Corporate Contracting 2 Corporate action – contract and company • Question: how does a legal person enter into and become bound by a contract? • Meridian Global Funds Management Asia Ltd v Securities Commission [1995] 2 BCLC 116  Lord Hoffmann: rules of attribution (determining which acts are attributed to the co); there are two types  Primary rules of attribution: the rules set out in a co’s constitution, together with the statutory and common law rules, which provided that specified decisions of the co’s organs are “decisions of the co”  General rules of attribution: rules that for the purpose of the contract, tort or crime in question attribute the actions of natural persons, as distinct from actions of the corporate organs, to the co