How to remain a director in face of opposition

Article Abstract:

Under British law, corporate board members may be removed by a majority vote of the shareholders attending any general meeting of the corporate board. To protect themselves from such removal British corporate officers have devised a number of strategies. These are discussed, along with court cases that have arisen as a result of such non-removal strategies. Controlling the majority of the voting stock is the best way to prevent removal; however, other ways are often as effective, such as: (1) petitioning the court system to terminate the existence of the company upon removal from it as an officer, (2) providing officers with long-term, high-paying employment contracts, and (3) failing to call a meeting of the corporate board of directors when petitions for removal have been circulated.

Contracts, Executives, Corporate officers

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Lifting the veil from company identity

Article Abstract:

The British House of Lords determined that a company is a legal person independent from its managers and shareholders. However, this veil of ownership can be lowered to determine if the act of an individual is indeed the act of the directorship and the legal will of the company, and to determine if fraud has been committed. The relative strength of one shareholder against all others does not make a difference in regards to the veil of ownership. If a company seal is used which does not bear the correct company name then the issuer is still liable to honor the terms of the contract.

Finance, Subsidiary corporations, Subsidiaries, Holding companies, Corporations, Commercial law, Corporations, British

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Variations on the class theme

Article Abstract:

British case law regarding classes of shares and methods of varying class rights is discussed. A class of shares is a group whose claims and rights can be ascertained by a common system of valuation. The courts have traditionally held that rights are attached to the share rather than the shareholder, although there are exceptions to this rule. Any company proposal that may cause a variation in existing rights is restrictively interpreted by the courts.

Interpretation and construction, Stocks, Corporation law

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