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Bushell v Faith [1970] AC 1099 is a UK company law case, concerning the possibility of weighting votes, and the relationship to section 184 of Companies Act 1948 (the predecessor of s 168 of the Companies Act 2006) which mandates that directors may be removed from a board by ordinary resolution (a simple majority of shareholder votes).
In corporate law, the directors register is a list of the directors elected by the shareholders, generally stored in the company's minute book.By law, companies are required to keep this list up to date to remove those directors who are deceased or resign, and to add those who have been elected by the shareholders [1] However, the register must also list any person who had been a director ...
[neutrality is disputed] UK company law gives shareholders the ability to, remove the board of directors with a simple majority of votes; change the company constitution with a three quarter vote (unless a higher figure is in the constitution) wind up (i.e. liquidate) the company with a three quarter vote
Since the Report of the Committee on Company Law Amendment, chaired in 1945 by Lord Cohen, led to the Companies Act 1947, as members and voters in the general meeting of public companies, [113] shareholders have the mandatory right to remove directors by a simple majority, [114] while in Germany, [115] and in most American companies ...
Lord Millett, in the opinion he gave in Official Receiver v Wadge Rapps & Hunt [2003] UKHL 49 (31 July 2003), summarized the history of disqualification orders in British company law, noting that they were originally created under s. 75 of the Companies Act 1928 (subsequently consolidated as s. 275 of the Companies Act 1929), which was enacted on the recommendation of the Report of the Company ...
Only registered shareholders, not other stakeholders without being members of the general meeting, have standing to claim any breach of the provision. Section 172's criteria are useful as an aspirational standard because in the annual Director's Report companies must explain how they have complied with their duties to stakeholders. [30]
In most legal systems, the appointment and removal of directors is voted upon by the shareholders in general meeting [a] or through a proxy statement. For publicly traded companies in the U.S., the directors which are available to vote on are largely selected by either the board as a whole or a nominating committee. [31]
By statute, a private company must have at least one director and until April 2008 also had to have a secretary. The company's articles of association may require more than one director. At least one director must be an individual, not another company. Anybody can be a director, subject to certain exceptions.