Company Law and its results Case Study Example | Topics and Well Written Essays - 1000 words

Company Law and its results - Case Study ExampleIn this case Jamal is not only the director but also is the sh arholder of the company. The int hold oned resolution brought by Jamal relating to payment of dividend and his dislike on the style of management reflects the oppression of the minority by the majority equal by Boss and Harris.As has been decided in the above case, when a wrong is committed to a company, only the company is the proper person to work on an action for damage. Since the directors control the company and it is the directors whose conduct is the wall plug now, only the shareholders have to bring an action in the name of the company. There are certain molds establish in the case of Foss v Harbottle. They are2. The second rule relates to internal management of the company where the action complained of is something which the majority is entitle to then the action for legal remedy can be brought by the majority only. Relevant cases areJamal may not be in a po sition to bring any action against the remain directors as the company is the only proper person for taking action against the directors. According to the second rule laid down in Foss v Harbottle since Boss and Harris represent the majority, only they are entitled to bring action if any for remedy. The complaint from Jamal does not fall within the exceptions to the rule laid down in Foss v harbottle as there is no apparent fraud committed by Harris and Boss representing the majority. regaining 2Resolution brought by Boss and Harris for the removal of Jamal as a directorAnswerIt is practicable that a company by ordinary resolution remove a director before the end of his period of office. Such an action may be brought under section 303 of the Companies Act 1985 notwithstanding anything contained in the Articles of Association of the company or anything contained in any agreement between the company and the director. The removal of a director under section 303 will not deprive the d irector of his right for compensation or damages payable in respect of the termination of his appointment as director. The director will also be entitled to his right of compensation in respect of the termination of any other appointment. It is bounden for the company to issue a special notice of the resolution intended to be passed in the world-wide meeting for the removal of a director or to appoint another in the place of the director removed at the meeting in which the director is so removed.Under section 304 on recognize of the notice of an intended resolution to remove a director under