A The directors are obliged to obey the resolution B The directors are not

A the directors are obliged to obey the resolution b

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A. The directors are obliged to obey the resolution B. The directors are not obliged to obey the resolution C. The members can seek a court order to compel the directors to obey the resolution D. The members can pass a resolution to remove Payne Soh and the non-compliant directors Tuf Tan cannot do anything because by law members do not have power to tell the directors what to do based on the Automatic Self-Cleansing Filter Syndicate Co Ltd v Cunningham (1906) case. What Tuf Tan can do is to gather enough members (more than 75% shares) to propose a resolution to fire the directors during Annual General Meeting. Management is always in the hand of the directors. (Quote the case and the principle). He can vote to fire the directors and use ordinary resolution, collect 51% of shares to fire the directors. Tuf might want to sell his stakes in the company if he is unhappy with the management decision. Since Happening is a private company, he would have to sell his stake to another director or member of the firm. Tuf might also take the less practical route of calling for a special resolution. Should he be able to garner 75% of the votes, he would be able to confer power on to himself and fire Payne. #2 Trust, Ernest and Honest are directors of No Problems Ltd, a public listed company. Advice No Problems Ltd and the directors in the following circumstances: No Problems Ltd enters into a contract for the purchase of 1000 tons of iron from another company. Trust is the majority shareholder in that other company. A. Trust will be liable for breach of fiduciary duty B. Trust will be automatically disqualified from being a director C. Ernest and Honest will be in breach of a duty of care
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D. All of the above
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  • Spring '18
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