ABSTRACT
El Sombrero Ltd (1958) The court may order a company to hold a meeting if it is imprac tical for a meeting to be called in the ordin ary way Re British Union for the Abolition of Vivisection (1995) The court may order a meeting on its own instig a tion or that of a director or share holder entitled to vote Harman v BML Group Ltd (1994) The court’s power to order a meeting will not be used if the result would override class rights Kaye v Coydon Tramways (1898) The notice of meeting must contain suffi cient inform a tion to allow share hold ers to decide whether to attend Re Moorgate Mercantile Holdings Ltd (1980) Notice of a special resol u tion must be accur ate and may not gener ally be amended at the meeting Sharp v Dawes (1876) At common law one person does not consti tute a meeting (but note now s 306 CA 2006)
UNANIMOUS AGREEMENT OF ALL MEMBERS
Re Duomatic (1969) The unan im ous agree ment of all members entitled to attend and vote at a general meeting is as binding as a resol u tion in general meeting would be Cane v Jones (1981) The Duomatic prin ciple covers special resol u tions Atlas Wright (Europe) Ltd v Wright (1999) The Duomatic prin ciple was applied where informal assent was given to a statutory require ment designed to protect share hold ers Schofield v Schofield (2011) The prin ciple will apply only if unqual i fied agree ment can be object ively estab lished
BALANCE OF POWER BETWEEN DIRECTORS AND SHAREHOLDERS
THE GENERAL POWER OF MANAGEMENT
Automatic Self-Cleansing Filter Syndicate Co Ltd v Cuninghame (1906) Where the general manage ment of the company is vested in the direct ors the general meeting has no power to give direc tions by ordin ary resol u tion Breckland Group Holdings v London & Suffolk Properties Ltd (1989) The commence ment of litig a tion on behalf of the company is an aspect of manage ment entrus ted to the board Marshall’s Valve Gear Co Ltd v Manning, Wardle & Co Ltd (1909) Where the direct ors had failed to act to protect the company, commence ment of legal action by a share holder who was also a director was allowed. But note that this case was impliedly over ruled by Breckland
DEFAULT POWERS OF THE GENERAL MEETING
Barron v Potter (1914) Where the board of direct ors is deadlocked or unable to meet the company in general meeting may take action
8.2.3 El Sombrero Ltd [1958] Ch 900
Key Facts
There were three members of the company and the articles required a quorum of two persons present in person or by proxy. Two of the members were unwill ing to attend meetings and so the third applied under what is now s 306 CA 2006 for a court order conven ing a meeting and direct ing that one person present should consti tute a quorum.
