Emap was a rapidly growing communications and broadcasting company in the UK. In 1996 the shareholders were asked to approve a series of amendments to the company's bylaws. Two of these amendments were controversial:

1. One if approved, deleted a provision in the articles that mandated a minimum number of nonexecutive directors.
2. Number two gave the board power to vote fellow directors off the board, if there is 75% majority.

Emap shareholders were surprised to read in the annual report that these proposed changes were opposed by two outside

Summary of case study

directors - Professor Simmonds and Mr. Cooke.