The paper deals with the removal of a company’s director under the use of the provision of weighted voting. The paper is based on an example of a small private limited company and includes such issues as weighted voting, removal of a director under Sc 168 CA 2006, changing the company’s articles, exclusion of a director from the company’s management and issue of new shares. Finally, the paper concludes that it is usually very difficult to remove the director.
Inhaltsverzeichnis (Table of Contents)
- REMOVAL OF DIRECTOR
- REMOVAL OF THE DIRECTOR UNDER SC 168 CA 2006
- ALTERATION OF THE ARTICLES
- EXCLUSION OF A DIRECTOR FROM MANAGEMENT
- ISSUE OF NEW SHARES
- CONCLUSIONS
Zielsetzung und Themenschwerpunkte (Objectives and Key Themes)
This report investigates the removal of a director from his post using the Companies Act 2006 and relevant case law. The report explores various legal avenues, including the removal of a director by resolution under Section 168, altering articles of association, excluding the director from management, and issuing new shares to reduce his voting power.
- Director Removal under Section 168 CA 2006
- Alteration of Articles of Association
- Exclusion of a Director from Management
- Issue of New Shares
- Legal Challenges and Remedies
Zusammenfassung der Kapitel (Chapter Summaries)
The report begins by analyzing the process of removing a director under Section 168 of the Companies Act 2006, highlighting the requirement for a simple majority vote and the right of the director to protest against removal. The impact of weighted voting clauses on the removal process is discussed, drawing upon the case of Bushell v Faith (1970). The report then examines the possibility of altering company articles to remove weighted voting clauses, focusing on legal precedent from Allen v Gold Reefs of West Africa (1900), Sidebottom v Kershaw, Leese & Co Ltd (1920), and Brown v British Abrasive Wheel Co Ltd (1919). The report further explores the option of excluding the director from management, referencing relevant legislation and the case of Pulbrook v Richmond Consolidated Mining Co (1787). Finally, the report investigates the possibility of issuing new shares to dilute the director's voting power, referencing Section 171 of the Companies Act and the cases of Howard Smith Ltd v Ampol Petroleum (1974) and Hogg v Cramphorn Ltd (1967).
Schlüsselwörter (Keywords)
The report focuses on key legal concepts such as company law, director removal, weighted voting, articles of association, shareholder rights, director's duties, and shareholder pre-emption. It draws upon relevant case law and legislation, including the Companies Act 2006, to provide a comprehensive analysis of the legal framework surrounding the removal of a director.
- Quote paper
- Linda Vuskane (Author), 2010, Removal of a director under the British law, Munich, GRIN Verlag, https://www.grin.com/document/156387
