Flashcards
Topic 4 cases
Flashcards do conjunto (12)
- 1Re Lands allotmentdirectors aren't regarded as trustees but they have an analogus position casue of the fiduciary dutries they owe to the company when working with funds
- 2ASCFSshareholders cannot instruct directors by ordinary resolution
- 3Harbottleshareholders cannot initiate legal proceedings, it's a management aspect
- 4Runcimandirectors can act informally if they are unanimous
- 5Queens Moat housesconsti limited directors power to borrow. Special resolution but a class approval was also needed (not done). Directors faced personal liability until it was authorized
- 6Faithconsti may give enhanced voting rights in resolutions to remove directors, not accepted in public companies
- 7Shirlawemployed as a managing director, removed as managing but said that not as director. Baystandar test applied
- 8Grantif it's a limit on director's power to exercise company's powers, shareholders have residual power to authorise or ratify under ordinary resolution
- 9Fukeif the limit restricts what the company as entity may do, shareholders have to rely in their power to amend consti. Special resolution
- 10Oxboroughcompany set up to manage commercial aspects, can't be implied another circumstance that is different
- 11Pendershareholders can enforce membership rights
- 12Eleynon-members cannot directly enforce a provision that purports to be for their benefit. They'll need to establish a distinct contract