UT Soft Law Review

UT Soft Law Review No.2 2010vice versa, derive from the general provisions in the Commercial Code regarding stockcompanies, and not from any specific legal provisions. For that reason, a resolution of theboard of directors cannot be construed as invalid on the grounds that these restrictions havebeen breached. In addition, nor can the Board Resolution, …… be described as in breach ofthe legislative intention for this balance of elected authority prevailing under the CommercialCode.”(4) Infringement of goodwill“Since there can be said to exist no right in substantive law in the form of such goodwill,even if this Court were to find that Company X had goodwill on the facts before it, it cannevertheless find no basis in substantive law to the effect that the infringement of such rightwould entitle Company X to an injunction against the Share Split on the basis of that right …”121