Margaret is a director of Abacus Ltd and is in breach of a duty owed to Abacus Ltd that falls

within the ambit of CO s. 473. Consider whether the votes of the following members Abacus

Ltd may counts toward a vote to ratify Margaret's breach and absolve her from liability to the

company.

(a) Naomi (Margaret's mother) who holds 2% of the shares in Abacus Ltd.

(b) Ken who holds 3% of shares in Abacus Ltd. Ken and Margaret's husband, Henry, are both

partners in the law firm, Bartholomew Solicitors, which has 25 partners.

(c) Peter is trustee of a trust holding 3% of shares in Abacus Ltd. The beneficiaries are

Margaret's 30 yearold son, Quentin and 25 yearold daughter, Natalie and their children.

(d) Bothie Ltd holds 10% of shares in Abacus Ltd. The shareholders of Bothie Ltd are: Margaret

(25%), her husband Henry (20%), and a long time business partner, Romanov (55%).

(e) Carlyle Ltd holds 12% of shares in Abacus Ltd. The shareholders of Carlyle Ltd are

Dairyland Ltd (60%) and Margaret's brother (40%). All the shares of Dairyland Ltd are held

by Henry.