Company Law 1 - University of Wolverhampton

Northern Counties Securities Ltd v Jackson and Steeple Ltd [1974] 1 WLR 1133; [1974] 2 All ER625Pedley v Inland Waterways Association Ltd [1977] 1 All ER 209Read v Astoria Garage (Streatham) Ltd [1952] Ch 637Ross v Telford (1997) The Times 4 JulySouthern Founderies (1926) Ltd v Shirlaw [1940] AC 701Whitchurch Insurance Consultants Ltd, Re [1994] BCC 51Companies Act 1985: ss9, 14, 123, 282–285, 291–295, 303, 304 and 371Company Directors Disqualification Act 1986: ss1–11Companies (Single Member Private Limited Companies) Regulations 1992Deregulation (Resolutions of Private Companies) Order 1996 (SI1996/1471)Self-Study Questions1 Distinguish between an ordinary, an extraordinary and a special resolution. What notice is neededfor each and in what circumstances will each be used?2 Distinguish between an annual and an extraordinary general meeting.3 What is a proxy?4 What is a quorum?5 What is the effect where the requirements of notice are waived by the members of the company?6 Under what circumstances will the court order that a single person is to constitute a meeting?Sample Questions1 ‘In spite of the inclusion of s303 in the Companies Act 1985, it may still be very difficult, if notimpossible, for a company to remove one or more of its directors.’Do you agree?(Wolverhampton LLB by Distance Learning Question.)2 William and Mary are the sole shareholders and directors of Orange Ltd, a company regulatedby Table A articles of association. William holds 70 per cent of the shares, while Mary holds theremaining 30 per cent.William dies and leaves his shares to his son John. Mary, who dislikes John, refuses to registerthe transfer of the shares. a Can John take any steps to have his name placed on the register ofmembers? b Assuming that John is successful in registering the shares, he now wishes to putforward the following resolutions at a general meeting, which he wishes to call as soon as possible:i that John be appointed a director of the company; ii that Mary be removed from office as adirector of the company. Mary has stated that she will not call the meeting or place these resolutionson the agenda of any future meetings. Advise John. c Assuming that the above resolutionshave been placed on the agenda of the meeting, Mary then tells John that she has no intention ofattending this meeting or any other meeting that is convened.Advise John. d Had Mary attended the meeting, but had left before the resolutions were put to themeeting, can John pass the resolution and remove Mary as a director of the company?(Wolverhampton LLB by Distance Learning, September 2000, Question 3.)