SGS 6 Flashcards
Is it legally possible to change notice for a BM, remove the chairman’s casting vote, impose a financial limit on transactions directors can carry out without SH approval?
Yes, for all these changes the CA 2006 is silent.
Is it legally possible to impose a financial cap on transactions without unanimous decision?
Yes, CA 2006 silent.
With reasons, state whether it is possible for directors to amend a Company’s articles.
Not possible, would fetter statutory powers of shareholders granted in s.21(1).
With reasons, state whether it is legally possible to require that the removal of a director from office be by unanimous resolution.
NOPE - s.168(1) does not permit qualification.
Legally possible to remove WRs as a form of SH resolution?
No. s.300 CA 2006 outright forbids this.
List commercial points to consider when preventing a chairperson having a casting vote if the company has only 2 directors.
2 directors –> could be demotivating for one director to be overruled by the other (more creative ways to resolve differences)
Deadlock? but then –> SH
List commercial points to consider when preventing a chairperson having a casting vote if the company’s directors are also its shareholders.
Provisions for deadlock should be dealt with in Shareholder’s agreement as no way to refer the matter on.
For a company with only two directors, what would be an alternative to a cap of £10,000 without unanimous board approval?
Impose restriction at board level, allowing for informal amendment later.
What options must once consider in the context of MA 14?
Disapply by OR (MA14(3)(a)) - BUT must be repeated every time conflict arises.
Amend 14(1) by SR = permanent solution
What problems can MA 14 present for a company?
If there are only two directors, and quorum for BM is 2, an interested director will result in an inquorate BM.
