Exam problem question formula with all the key topics and authorities for each part of the course summarised from the longer notes. Includes all the points to elaborate on in the exam, which I got a high First class on. Also has a table of contents for the statutes used in this module, with a list ...
The Law Relating to Private Companies – Exam
Removing Directors
• s168 - director may be removed before the expiry of his period of office by OR
at a general meeting once special notice has been given (and cannot be overridden)
• Bushell v Faith - weighted voting by altering articles under s21 (but right of alteration
subject to Allen v Gold Reefs bona fide test)
◦ Citco v Pusser’s - whether reasonable shareholders would consider it to be for
the benefit of the company
◦ also think of BJR - courts reluctant to interfere on merits of business decisions
(IBM UK v Dalgleish)
• s168(5) removal does not deprive of compensation or damages payable
Shareholder Agreements
• breach
◦ damages, or injunction to prevent them from voting
Ways of reaching higher percentage for OR/SR
• dilute share capital s549
◦ but s551 authorisation in articles, s561 pre-emption rights
• transfer shares s544
◦ Russell v Northern Bank - new shareholders not bound by SA
◦ but Art 26(5) MAPA director right to refuse transfer (subject to good faith s172,
Re Smith and Fawcett subjective test, and reasons must be given s771(1)(b))
• weighted voting – Bushell v Faith
• also consider selling shares to another then creating SA to ensure shares sold back after
one year etc
Directors’ Duties
• types of directors
◦ de jure
◦ de facto
▪ duties apply if can prove was acting in capacity of a de facto director (Re
Paycheck Services)
◦ shadow
▪ s251 definition ‘a person in accordance with whose instructions the
directors of the company are accustomed to act'
▪ s213, 214 IA apply
▪ s170(5) the general duties apply to shadow directors where the
corresponding common law rules or equitable principles apply
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