A board of directors is a group of people who jointly supervise the activities of an organization, which can be either a for-profit business, nonprofit organization, or a government agency. Such a board's powers, duties, and responsibilities are determined by government regulations and the organization's own constitution and bylaws. These authorities may specify the number of members of the board, how they are to be chosen, and how often they are to meet.
Nemo dat quod non habet, literally meaning "no one gives what they don't have" is a legal rule, sometimes called the nemo dat rule, that states that the purchase of a possession from someone who has no ownership right to it also denies the purchaser any ownership title. It is equivalent to the civil (continental) "Nemo plus iuris ad alium transferre potest quam ipse habet" rule, which means "one cannot transfer to another more rights than he has". The rule usually stays valid even if the purchaser does not know that the seller has no right to claim ownership of the object of the transaction ; however, in many cases, more than one innocent party is involved, making judgment difficult for courts and leading to numerous exceptions to the general rule that aim to give a degree of protection to bona fide purchasers and original owners. The possession of the good of title will be with the original owner.
The business judgment rule is a case law-derived doctrine in corporations law that courts defer to the business judgment of corporate executives. It is rooted in the principle that the "directors of a corporation... are clothed with [the] presumption, which the law accords to them, of being [motivated] in their conduct by a bona fide regard for the interests of the corporation whose affairs the stockholders have committed to their charge". The rule exists in some form in most common law countries, including the United States, Canada, England and Wales, and Australia.
Teck Corp Ltd v Millar, (1972), 33 DLR (3d) 288 (BCSC) is an important Canadian corporate law decision on a corporate director's fiduciary duty in the context of a takeover bid. Justice Thomas R. Berger of the British Columbia Supreme Court held that a director may resist a hostile take-over so long as they are acting in good faith, and they have reasonable grounds to believe that the take-over will cause substantial harm to the interests of the shareholders collective. The case was viewed as a shift away from the standard set in the English case of Hogg v. Cramphorn Ltd. (1963). Recent scholarship has made the following observation:
Regal (Hastings) Ltd v Gulliver[1942] UKHL 1, is a leading case in UK company law regarding the rule against directors and officers from taking personal advantage of a corporate opportunity in violation of their duty of loyalty to the company. The Court held that a director is in breach of his duties if he takes advantage of an opportunity that the corporation would otherwise be interested in but was unable to take advantage. However the breach could have been resolved by ratification by the shareholders, which those involved neglected to do.
The United Kingdom company law regulates corporations formed under the Companies Act 2006. Also governed by the Insolvency Act 1986, the UK Corporate Governance Code, European Union Directives and court cases, the company is the primary legal vehicle to organise and run business. Tracing their modern history to the late Industrial Revolution, public companies now employ more people and generate more of wealth in the United Kingdom economy than any other form of organisation. The United Kingdom was the first country to draft modern corporation statutes, where through a simple registration procedure any investors could incorporate, limit liability to their commercial creditors in the event of business insolvency, and where management was delegated to a centralised board of directors. An influential model within Europe, the Commonwealth and as an international standard setter, UK law has always given people broad freedom to design the internal company rules, so long as the mandatory minimum rights of investors under its legislation are complied with.
Mutual Life Insurance Co. of New York v The Rank Organisation Ltd. [1985] BCLC 11 is a UK company law case dealing with "oppression" under s.20 Companies Act 1948. Goulding J delivered the first instance judgment.
Directors' duties are a series of statutory, common law and equitable obligations owed primarily by members of the board of directors to the corporation that employs them. It is a central part of corporate law and corporate governance. Directors' duties are analogous to duties owed by trustees to beneficiaries, and by agents to principals.
Sidebottom v Kershaw, Leese & Co Ltd [1920] 1 Ch 154 is a UK company law case, concerning the alteration of a company's constitution, and the rights of a minority shareholder.
Shuttleworth v Cox Bros and Co (Maidenhead) [1927] 1 Ch 154 is a UK company law case, concerning alteration of a company's constitution.
Allen v Gold Reefs of West Africa Ltd [1900] 1 Ch 656 is a UK company law case concerning alteration of a company's articles of association. It held that alterations could not be interfered with by the court unless a change was made that was bona fide for the benefit of the company as a whole. This rule served as a marginal form of minority shareholder protection at common law, before the existence of any unfair prejudice remedy.
The City Code on Takeovers and Mergers is a binding set of rules that apply to listed companies in the United Kingdom, such as those trading on the London Stock Exchange. Many of its provisions are mirrored in the EU Takeover Directive.
Re Smith and Fawcett Ltd. [1942] Ch 304 is a UK company law case, concerning the meaning of "the interests of the company". It is relevant for the Companies Act 2006 section 172.
Directors' duties in the United Kingdom bind anybody who is formally appointed to the board of directors of a UK company.
Canadian company law concerns the operation of corporations in Canada, which can be established under either federal or provincial authority.
Sinclair Investments (UK) Ltd v Versailles Trade Finance Ltd[2011] EWCA Civ 347 is an English trusts law case, concerning constructive trusts. Sinclair was partially overruled in July 2014 by the UK Supreme Court in FHR European Ventures LLP v Cedar Capital Partners LLC.
Eclairs Group Ltd v JKX Oil & Gas plc[2015] UKSC 71 was a decision of the United Kingdom Supreme Court relating to the exercise of directors' powers for a proper purpose under English company law.
Citco Banking Corporation NV v Pusser's Ltd[2007] UKPC 13 is a judicial decision of the Privy Council on appeal from the British Virgin Islands in relation to the validity of amendments to the memorandum and articles of association of a company, and the requirement of shareholders to exercise the votes attached to their shares in the best interests of the company as a whole.
