CHECK THESE SAMPLES OF Directors Duties, Minority Protection of Shareholders
The shareholders of a company can sue a director of their company, for breach of duty towards the company.... Prior to the enactment of the Companies Act 2006, shareholders had to obtain the permission of the board of directors of their company, if they were desirous of initiating legal action against a director of their company.... This inequitable situation was rectified to some extent, subsequent to the enactment of the Act, which permits shareholders to bring in derivative action against a director of their company....
14 Pages
(3500 words)
Dissertation
In the new Act, shareholders' approval of the conflict of interest is required either by resolution or by Articles.... If all the directors are conflicted, then shareholders' approval will be required.... Analyse whether Peter has breached any of his statutory duties under part 10 of the Companies Act 2006 and advise Meg and Stewie on the process of how they may enforce the company's rights through a statutory derivative claim.... Introduction There are seven duties expected of a director under the Companies Act 2006 1 which are codification of common law The instant case needs to be examined in the light of s 175 and 177 of the Companies Act 2006 dealing with directors' duty to avoid conflict of interests and duty to declare an interest in transactions respectively....
7 Pages
(1750 words)
Coursework
As Miller said: There is no surfeit of examples to demonstrate how minority shareholders and their interests can be prejudiced by the director or those with controlling interests in the corporation.... The board of directors and the institutional investors also play a role in the monitoring and control of firms.... The law has attempted at least to lay down general rules of conduct and although these serve as guidelines for directors to follow, the determination as to whether in a given case the duty of loyalty has been violated has ultimately to be decided by the court on the case's own merits....
11 Pages
(2750 words)
Essay
Moreover the rule protected the shareholders' capital from acts undertaken by Directors purportedly on the company's behalf.... There are four recurring themes throughout company law: a company is a separate legal entity, the majority normally rules, directors have a fiduciary relationship with the organization and that ultimate control rests in the general meeting.... The immediate result was increasingly long objects clauses as companies strove to include any business they might wish to carry on, or power they might wish to exercise, together with catch-all clause permitting the company to carry on any business which the directors thought fit: Bell Houses Ltd v City Wall Properties Ltd
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6 Pages
(1500 words)
Essay
Therefore, In this context, the case of Foss v Harbottle1 will be relevant, since it allows for the protection of minority shareholders within a Company and allows them to file suit against unfair conduct and a compromising of their interests.... hellip; The first aspect that must be taken into account is that the four Directors are also the four major shareholders in Hippos Ltd, with each Director owning 25% of the shares.... For example, in the case of Burland v Earle2 the issue under consideration was the allegation of the minority shareholders that fraud was being perpetrated on them, and those responsible for the fraud were the ones in control of the company....
10 Pages
(2500 words)
Essay
The Companies Act sets out the provisions by which Companies are to be governed, including appointment of Directors, articles of incorporation, rights of shareholders and procedures for legal action.... The rule established in Foss v Harbottle1 provides minority protection in that an individual or group of minority shareholders can sue where a wrong arises that is ratifiable.... However the terms where this minority protection will hold valid were spelt out in Edwards v Halliwell2 and a fraud should have been perpetrated on the minority3, if such protection is...
9 Pages
(2250 words)
Essay
But on removal of the protection of the business judgment rule by the trial court, whereby the judgment of the court of appeals was reversed and reinstated, the burden of proof was shifted to the accused, in this case, the Cleveland Browns Football Co.... This case discusses two doctrines of corporate law: The Business Judgment Rule and the Fairness Rule, in connection with the roles, responsibilities and duties of the directors as well as the shareholders of the companies involved....
2 Pages
(500 words)
Essay
nbsp;… According to the study, the directors stand in a fiduciary relationship to the company, and they owe fiduciary duties to the company and not individual shareholders.... In Re Smith and Fawcett Ltd, it was held that the directors were required to act “bona fide in that they consider – not what a court may consider – is in the interests of the company, and not for any collateral purpose.... However, the company is free to impose a duty on directors to attend board meetingsiii....
10 Pages
(2500 words)
Assignment