DIrectors Fiduciary duties under the Companies Act 2006 (talk 1)

This is the first of a series of six short talks about Directors and their fiduciary duties after codification in the Companies Act 2006. This is not offered as legal advice, for which you should instruct a solicitor or a barrister using the Public Access Scheme.

[@rebeccakumi5369]

You've helped me so much, throughout BOTH o fly Law degrees.

[@raypersuad3558]

Thanks Sir, very informative. (Guyana)

[@rabit2263]

Hi can you solving this case the ( 2006 company act.).
1/ A & B own 100% of the shares of a company . C is the company secutary and a director . A , who owns 25% of the shares is also a director . B is a 75% share owner but not a director . B would like to become a director as he feels A and C are not looking after his investment but A & C reject his wish to become a director and there is little communication from C to B and none at all from A to B as A dose not want to talk to A . The company owns only a house which is empty and costing money to maintain , it only looses money and earns nothing . what can B do ?
2/ A ( director ) and B ( shareholder ) are UK residence, however C ( company secretary and director ) is I.O.M. resident .
3/ The company asset is a parcel of land ( 4 acres ) it includes a vacant house and at the rear a coachhouse in which A is living, he has lived there since before his parents died and before the company was formed by A in an effort to avoid paying possible tax .
4/ B , wants to exercise his rights as a majority share holder ( 75% ) .
5/ B wants to become a director .
6/ B wants to remove director’s A and or C .
What is B position in the aforementioned questions 1,2,3,4,5,6.
Please send your views and or any case’s thanks

[@MrDeus4ko]

Shareholders have the right to remove directors by ordinary resolution under s.168 Companies Act 2006. So as B has 75% of the shares thats not a problem. Model Article 17 allows for shareholders to appoint a new director by ordinary resolution. So A and C cannot block the appointment of B as a director as B has 75% of shares. B can also amend the special articles by special resolution , which requires 75% of the vote, which he has. B has all the power. If the house is a capital asset that belongs to the company then the shares in the house are also split 75%-25%

[@kingolufemioshisanya87]

May I please ask You to give me idea to solve this puzzle, I have been stuck on this question for a while:
Mr steady is a director of adventure limited,
He was appointed by his employer Hawk bank Plc to d position,
Hawkbank is an investor in adventure limited and is concerned that it may not secure a good return on its investments! As d company is not making much headway while continuing to make a small profit during the downturn
The board of directors of Adventure limited is considering two motions:
1 To change its day to day banking service provider from HAwkbank plc to a competitor internet based bank that is offering to save d company 100,000 euro per year in interest and fees.(HAwkbank plc is d present provider and will be unhappy if this happens.
2. To invest a substantial sum in developing a new internet based venture. (The project is clearly within the objects of the company but will require the commitment of the companies entire reserve and the investment of a Sum equal to the profit achieved by the company in the past year. HAwkbank plc prefers a more conservative approach to turning around the company)
Explain the nature and extent of MR Steady duties as a director of the company and explain d factors that might cause difficulty for him at the meeting

[@AboutRussianLife]

Уныло