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We have different landmark cases. This is one that shows the movement from shareholder controlling the company telling what the directors to do to a
We have different landmark cases. This is one that shows the movement from shareholder controlling the company telling what the directors to do to a move towards the directors performing the duties in accordance with the constitution. It wasnt called a constitution then. It was called article of association. It permitted with a resolution to instruct the director in any matters. Shareholder go together and meet in general meeting and pass the resolution 75% vote for it, then directors must do it what they say. A simple majority, just over 50% instructed directors to sell companies assets. The directors refused and they went to the question of could the majority of the shareholders overrule the constitution? Historically that was exactly it. It is our money, our company so we will tell you what to do and the simple majority will do it. The court head said the shareholders chosen some particular rules of the company when company was established . They could change it if wanted to but they haven't. And the constitution only made the directors responsible to the instructions of the shareholders in the 75% majority. So either change the constitution and make it 50 or go with the constitution. That is the moving away from the concept of the directors being the shareholder agent
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