SGS 15 (Removal of a Director) Flashcards
What notice is required under s.168 removal?
28 clear days before the GM
Once the directors have received a s.168 notice are they obliged to put the resolution on the agenda?
No - Pedley v Inland Waterways Association Ltd
If they do - must give SH notice of resolution in same manner as GM (14 clear days)
What steps can a director take to defend himself under s.168 procedure?
Check s.169
He must be given notice immediately of the resolution
may make written representations, circulated to all members.
Right to speak in his defence at GM.
What are the obligations of a director who receives a s.303 notice?
Must call a GM within 21 days
Hold the GM not more than 28 days after DATE OF NOTICE of GM.
Who can serve a s.303 notice?
SH who together hold not less than 5% pf paid up voting share capital.
What type of notice is a s.303?
NOT clear days.
What is an alternative method if the directors fail to comply with s.303?
SH who represent more than one half of the voting rights who submitted the s.303 request can call a GM themselves (s.305)
What is a derivative claim?
Brought most commonly by a member on behalf of company against a director.
Grounds of negligence, default, breach of duty.
Remedy is for company’s benefit.
Outline the process in bringing a derivative claim under s.260.
1: permission of court to continue claim, onus on member to make a case. Permission MUST be refused in cases such as where court satisfied person acting in accordance with s.172 would refuse to continue claim.
2: court considers criteria especially view of members who have no personal interest, direct or indirect in the matter.
What is a Bushell v Faith clause?
clause in articles of association giving a director who is also an SH weighted voting rights at a GM at which a s.168 resolution is proposed.
