ABSTRACT
Baillie v Oriental Telephone & Electric Co (1915) The directors of the respondent company passed resolutions altering the articles of association of one of the company’s subsidiary companies (of which they were the directors also), increasing their fixed remuneration and giving them a percentage of the net profits. It was drawn to their attention that this should be sanctioned by the shareholders at a general meeting of the company. An extraordinary general meeting was convened by the directors for the purpose of ratifying the original resolutions by special resolution. The notice convening the meeting was accompanied by a circular, with the notice setting out the proposed resolutions. Neither document gave particulars as to the very large amount of remuneration which had been received by the directors. The resolutions were passed. The action was brought by a shareholder.
