ABSTRACT

As previously stated, corporations are artificial bodies that must make legally binding decisions. To this end, an analogy can be drawn with Parliament; in so much as there are certain organs of government that can make decisions based upon a delegation of authority from a majority of the people (voters). So too, a corporation; where, according to the fundamental principle laid down in Foss v Harbottle (1843), the majority of shareholders rule over the minority. Moreover, the decisions of a corporation must be validly made, both in terms of powers and in process. It is with the interplay of the concepts of majority rule and decision-making that this chapter is concerned.