A Whiter Shade of Pale

This song is considered one of the all time greatest hits. It is a Procol Harum song that was recorded back in 1967. This song had been exploited over the years on the basis that Gary Brooker wrote the music and that the publising and record company to which he sold the rights, and its successors possessed and controlled the copyright. By an Order of the High Court Blackburne J. made a declaration to the effect that (1) Matthew Fisher is the co-author of the music as recorded by Procol Harum; (2) he is a joint owner of the musical copyright in the work, assessed at 40%; (3) the licence of the defendants to exploit the work was revoked on May 31, 2005 when Matthew Fisher started his case against Gary Brooker and Onward Music Limited.

Permission to appeal was granted on the basis of (1) the unusual length of time that had elapsed in making the claim (2) the insistence of the defeated defendants of the widespread and dire effect that the decision would have on the way that the music industry operated in the past.

In 1967 Gary Brooker composed the music of "A Whiter Shade of Pale" around lyrics written by Keith Reid. The dispute is about the authorship of the arrangement of the song. In the course of rehearsals improvised changes were made to the song: the words were shortened from 4 verses to 2 and the instrumental sections were all played by Matthew Fisher on the Hammond Organ. The single issued on May 12th 1967 was a recording of a performance by the band. In August 1969 Matthew Fisher left Procol Harum. The band's partnership was dissolved with the understanding that Fisher would not be liable for the band's debts of $60, 000. He signed a release but not with respect to a share of copyright or publishing royalties for his compositions.

Blackburn J. found in the High Court that "Mr. Fisher's instrumental introduction (i.e. the organ solo as heard in the first eight bars of the Work and as repeated) is sufficiently different from what Mr. Brooker composed on the piano to qualify in law, and by a wide margin, as an original contribution to the Work".

On appeal it was found that the judge was entitled to find that Matthew Fisher made a creative contribution to the Work and he was right to grant a declaration as to co-authorship. This decision therefore stood. He however dismissed the appeal on the joint ownership of the musical copyright and the finding that the implied licence to exploint the work had been revoked when Matthew Fisher filed his action. Lord Justice Mummery found that Matthew Fisher was guilty of "excessive and inexcusable delay" and that his acquiesence made it "unconscionable and inequitable" for him to seek to control commercial exploitation of the work after 38 years. No damages were awarded and no right to exploit the work in the future was granted.

Salus Populi Est Suprema Lex

This phrase is based on the implied agreement of every member of society that his own individual welfare shall, in cases of necessity, yield to that of the community; and that his property, liberty, and life shall, under certain circumstances, be placed in jeopardy or even sacrificed for the public good.

Companies Act Cap 308

The Companies Act of Barbados is a piece of legislation passed in 1982 with several subsequent amendments to keep pace with corporate developments. Essentially anyone can incorporate a business. The person must be over 18, must be of sound mind and must be solvent. The Corporate Affairs and Intellectual Property Office is the government agency responsible for the administration of the Act and therefore is the office through which documents can be sourced and filed http://www.caipo.org.bb/ . Generally speaking the word “limited”, “corporation” or “incorporated or the abbreviation “ltd.”, “corp.” or “inc.” must be a part of the name of every company.

Owning a Company

In most cases a company has the capacity, the rights, powers and privileges of an individual. Shares are issued in order to designate ownership in a company. The Act does not allow for the issue of bearer shares. The return on investing in the shares of a company is made through the payment of dividends. The payment of a dividend must not however, result in the company not being able to meet its liabilities; neither must the capital of the company be eroded.

Directors and Officers

The Directors of a company are appointed by the shareholders. Shareholders can also be directors. The Directors exercise the power of the company. Directors can be found personally liable for certain acts of the company. Directors must take their responsibilities seriously and avoid conflicts of interest. Where they exist they should be declared. Officers may be appointed by the Directors.

Every director and officer of a company is required to act honestly and in good faith with a view to the best interests of the company. They must exercise the care, diligence and skill of a reasonably prudent person.

Meetings

There must be an Annual General Meeting of the Company, not later than 18 months after the company comes into existence and not later than 15 months after the last AGM. Directors may hold meetings as determined by the by-laws of the company or as they see fit that would allow them to exercise their duty in the best interests of the company.

There are a number of obligations that must be met at the AGM:

Comparative financial statements duly signed by a Director must be presented
Audited Financial Statements must be presented if the company is a public company or if the gross assets or revenue exceeds $1,000,000
An Auditor is to be appointed where there is a requirement for audited Financial Statement.
Directors are appointed.

Dissolution

The company can be dissolved by a special resolution of the shareholders and by filing the required documents with the corporate registry. If the company is bankrupt the insolvency legislation would apply.