Chapter 10 Key facts checklists

Chapter 10 Key facts checklists

Company law II: directors, agency, finance, and capital
  • Directors exercise the specific tasks in the running of the company.
  • The members (ie shareholders) ‘own’ the company but have no automatic rights of management.
  • Directors may be appointed in accordance with the company’s articles, usually through an ordinary resolution at a general meeting, but other mechanisms such as a written procedure may be valid.
  • The common law duties on directors have been codified and expanded through the Companies Act (CA) 2006.
  • Directors are responsible to the company itself, not to individual shareholders.
  • Minority protection (of shareholders) is provided through the CA 2006 to restrict directors’ acts that may unfairly disadvantage them.
  • Public companies must have a company secretary and he/she must satisfy statutory requirements in relation to his/her qualifications.
  • A share is a bundle of rights and duties, and it imposes liabilities on the holder.
  • Shareholders have no automatic right of management in the company although, through attendance and the rights to vote at shareholder meetings, they may have influence over the business conducted.
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