LPC Law Notes Business Law and Practice Notes
A collection of the best LPC BLP notes the director of Oxbridge Notes (an Oxford law graduate) could find after combing through dozens of LPC samples from outstanding students with the highest results in England and carefully evaluating each on accuracy, formatting, logical structure, spelling/grammar, conciseness and "wow-factor".
In short these are what we believe to be the strongest set of Business Law and Practice notes available in the UK this year. This collection of notes is fully updat...
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Removing a director
Is there a contractual method for terminating the directorship?
APPLY TO FACTS
168(5) Members should check the director’s service contract to ascertain any compensation or damages which may be due under it for termination
168(1) Members always have the right to remove a director
Articles cannot contradict or remove this right
168(2) Members must give ‘special notice’ to the company if proposing to remove a director
312(1) Special Notice is a formal notice left at the company’s registered office setting out the request, at least 28 clear days before the general meeting
360 Clear days’ notice does not include the day of the notice, and the day of the meeting itself
288(2)(a) Written resolution is not permitted
Board resolution to call GM on preferably 28 clear days’ notice
312(3) where it is not practicable to give special notice to members, the company can give at least 14 days’ clear notice before the GM by advertising in a newspaper with appropriate circulation or by any other manner allowed in the company’s articles
Board resolution can agree to add the resolution to remove the director to an agenda of a GM already convened, but only if 14 clear days’ notice of this can be given
312(4) Where 14 days’ clear notice are given it will be construed as 28 days’ notice rule being complied with
169(1) Copy of the notice must be sent to the director concerned
169(2) Director concerned has the right to make oral representations at the general meeting
169(3) Director concerned has the right to make written representations & can request that they will be circulated to members with the notice of the general meeting
169(4) If written representations from the director are received after the notice of the GM have been sent out, they can be read out at the GM
Is the Board hostile?
303 shareholders can force the directors to hold a GM
303(2) Members who represent at least 5% of paid-up share capital with voting rights can request directors to call GM on special notice for the removal of a director by giving formal notice to the company
303(4) notice must be signed by the members
1147 notice posted or served electronically take 48 hours to be received
304(1)(a) Directors have 21 days to call GM after receipt of the notice
304(1)(b) GM should be held within 28 clear days of calling GM
305(1) Failure for directors to call meeting means shareholder can call GM themselves if they have at least more than 50% voting rights
Members can reclaim expenses for calling the meeting
305(4) Members must give 14 clear days’ notice for the GM
305(3) Meeting must be held within 3 months after date on which directors were required to call GM
How to actually remove director?
168(1) ORDINARY RESOLUTION of shareholders
282(2) More than 50% of those who vote
In order for the meeting to go ahead it must be quorate
318(2) there must be 2 qualifying persons present
MA 42 vote will initially be passed on a show of hands
284(2) every shareholder has one vote
Poll vote may be demanded by
MA 44(2)(a) chairman
MA 44(2)(b) directors
MA 44(2)(c) two or more shareholders
MA 44(2)(d) any person(s) representing not less than 10% total voting rights of shareholders
284(3)(a) poll vote each shareholder has one vote per share held
Is there a Bushell v Faith clause?
Weighted voting rights but only applies on a poll vote not on a show of hands
May be able to remove clause by special resolution to alter company’s articles 21
Check if director who is also a shareholder has weighted voting rights for this too?
22 Articles can only be entrenched if
22(2)(a) in the company’s articles on formation
22(2)(b) amendment agreed to by ALL members of the company
Entrenched articles can only be altered by either
22(3)(a) agreement of ALL members of the company
22(3)(b) court order
23 Notice of entrenchment or its removal must be notified to the Registrar
24(2) & (3) If entrenchment amended then statement of compliance also sent to Registrar
Automatic Removal of a Director
MA 18 director ceases to hold office if
Bankrupt
Mentally ill
Doctor’s written opinion is given to company that director physically or mentally incapable of holding the office & may remain so for more than 3 months
MA 21 PUBLIC COMPANIES retirement by rotation
...
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A collection of the best LPC BLP notes the director of Oxbridge Notes (an Oxford law graduate) could find after combing through dozens of LPC samples from outstanding students with the highest results in England and carefully evaluating each on accuracy, formatting, logical structure, spelling/grammar, conciseness and "wow-factor".
In short these are what we believe to be the strongest set of Business Law and Practice notes available in the UK this year. This collection of notes is fully updat...
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