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Business Law & Practice General Revision GM = General Meeting BM = Board Meeting MA = Model Articles TA = Table A Regulations Executive Director: Job within the company, full time employee as well as director Non-Executive Director: Non full time director, works elsewhere Alternate Director: When a director is unable to attend a meeting so nominates someone to take his place De facto director: Act as a director but not formally appointed. Legally treated as if they were a director Shadow Directors: s251(1) CA 2006 If controlling a company but not a director you may be a shadow director Duties: 171 172 173 174
175 176 177
Act within powers Promote success of the company Exercise independent judgment Exercise reasonable care, skill and diligence o Comparison with that expected of other directors o Also person skill/knowledge of the director Avoid conflicts of interest o Does NOT apply to a transaction with the company (s175(3)) o Despite an conflict the directors can authorise matter if complied with s175(5) and (6) [private only]
Not accept benefits from third parties Declare interest in transactions
Have regard to case law s170(4) and the remedies imposed (s178) s174(2)(a) compare with other directors, s174(2)(b) personal knowledge and skill Breach: Foss v Harbottle (Derivative Claim by minority shareholder) s260-264 CA s260(3) Case brought in own name s260(5) Case brought in company name Company being conducted in a way that is unfairly prejudicial s994 CA (outcome is buy shareholder out)
? Cannot amend articles to prevent liability but can insure against liability s232
? s239 Ratification (ordinary resolution)
? Director and connected person cannot vote s239(4)
? s180(4)(a) can give advance authorisation for a breach,
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