The following Corporate Q&A provides comprehensive and up to date legal information covering:
In brief, directors derive their powers from the articles of association, statutory provisions and common law. The company’s articles may also contain provisions that enable the shareholders to confer powers on the directors by passing special resolutions. Directors’ powers may be limited by the company’s articles of association, the directors’ statutory duties and matters reserved to the shareholders by legislation (eg transactions with directors).
In practice, the articles of association of a company will often contain provisions that delegate the day-to-day management/running of the company to the board of directors as a whole. The board, in turn, can delegate such of those powers as it chooses to one or more individual directors.
It is helpful to consider what effect a restriction on the powers of one director has on third parties, ie will ultra vires acts by a director still bind the company?
Practice Note: Powers of directors summarises the nature and extent of a director’s powers to manage a company.
Directors derive their powers to act from a company’s articles of association, statute and common law. The company’s articles may also contain provisions that enable the shareholders to confer powers on the directors by passing special resolutions, eg article 4 of
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When is quantum meruit and quantum valebat relevant?Claims in quantum meruit (value of services) and quantum valebat (value of goods) arise in diverse situations ranging from where contractual terms are silent on issues of payment to where there is no contract at all (Serck v Drake & Scull).General
BREXIT: As of 31 January 2020, the UK is no longer an EU Member State, but has entered an implementation period during which it continues to be treated by the EU as a Member State for many purposes. As a third country, the UK can no longer participate in the EU’s political institutions, agencies,
Company directors are not, by virtue only of their office as director, automatically entitled under company law to remuneration for services as a director or to reimbursement of expenses incurred in rendering such services. Power to pay directors remuneration for their services will need to be
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