This case defined the functions of the board of directors as: setting goals; appointing a chief executive; overseeing the plans of managers regarding acquisition/organisation of financial/human resources; review progress towards goals; but NOT to manage the day to day business of a large corporation as this is the role of executives.
AWA Ltd v Daniels (trading as Deloitte Haskins & Sells & Others)
The directors must act in the way that they, not the court, consider to be in the best interests of the company
Re Smith & Fawcett
As a director you can't enter into agreements where there is a personal conflict of interest whether or not there are issues of fairness
Aberdeen Railway Co. v Blaikie Bros.
The fundamental nature of the director's duty is loyalty and again said a prohibition on self-dealing but that this may be allowed subject to certain approval mechanisms.
Items Software (UK) Ltd v Fassihi
Capability factors are not relevant in issues where directors go after corporate opportunities on their own behalf; the focus is on a potential conflict of interest. Did you find out about this opportunity in the course of your business as a director? Court won't conduct a fairness review.
Regal (Hastings) v Gulliver
Capability factors were irrelevant, but minority judgement suggested future considerations are relevant.
Boardmann v Phipps
If you resign to take up another corporate opportunity you are no longer bound by directors' duties because they only last as long as you are a director, whether or not it was an opportunity that you discovered as a director.
Wilkinson v West Coast Capital
This case contradicted the rule in Wilkinson v West Coast Capital in saying that in some instances directors' duties can extent beyond the time of your employment.
Industrial Development Consultants Ltd v Cooley
Before 1990 this case said that you could be a director without knowledge of the business of the company because it was about whether you were conducting matters in a manner concurrent with how a reasonable man would manage his own affairs
Brazilian Rubber Plantations and Estates Ltd
This case built upon the pre-1990 idea of directors' duties created in Re Brazilian Rubber Plantations and Estates Ltd, in saying that the test is whether a reasonable *business man* would act in this manner. It came with it the subjective element in which the circumstances of the case and the individual had to be considered. This was a confusing judgement and muddied the law
Re City Equitable Fire Insurance Co
What test did the Insolvency Act of 1986 introduce to replace the Re Brazilian Rubber Plantations and Estates Ltd case, and the Re City Equitable Fire Insurance Co case judgements? This has been further codified in the Companies Act 2006 - where?
Section 214 of the 1986 Act introduced a subjective and objective test, as seen in D'Jan of London Limited. New questions are: did they act as a reasonable person? [Objective]. Was this reasonable taking into account their own circumstances? [Subjective]. The objective is the minimum level and has been re-codified in Section 174 of the Companies Act 2006.
Directors are not agents to the shareholders, nor to the company. Shareholders can only interfere with the decisions of the directors through a special resolution by amending the articles of association, or the company's constitution, or by dismissing them.
Automatic Self-Cleansing Filter Syndicate Co Ltd v Cuninghame
Balance of Power
The removal of a director can be done through an ordinary resolution. Here it was decided that the shareholding director had loaded votes but this has since been replaced by the Companies Act 2006.
Bushell v Faith - now replaced through section 168 of the Companies Act 2006.
Where a company is wronged by its directors the company is the only party with standing to sue. 2 rules entailed here: "proper plaintiff" must be vindicated; and "majority rule principle" which states that if the alleged wrong can be confirmed or ratified by a simple majority of members in a general meeting and the court will not interfere. This is lessened now by derivative actions.
Foss v Harbottle
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