A director’s failure to avoid a ‘situational conflict’ or to get authorisation for it was a breach of his company law duties, and amounted to unfair prejudice to minority shareholders - but the victims’ failure to complain at the time meant their claim failed.
Dissenting directors in a boardroom dispute should not 'go public' with the dispute or with confidential company information, and confine these to debate and discussion within the boardroom - or risk breaching their statutory duty to exercise independence in their role, a ruling makes clear.
Companies and their advisors should be wary of characterising a payment to a director as a dividend without knowing if there are sufficient profits available to lawfully pay dividends, because they cannot later re-classify it as salary if they find there were insufficient profits after all, the Court of Appeal has made clear.
Articles and books in the Library collection
Company law, 1982-
(Oxford University Press, 1982-)
An annually updated book intended to be a clear, straightforward, up-to-date introduction to English company law.
Company formation: a practical global guide
(Globe Law and Business, 2014)
Aimed at lawyers advising companies on setting up in a new jurisdiction or heads of business planning to expand into the global market.
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