ABSTRACT
There are few aspects of company law which do not, in some way, involve a discussion of the directors and their powers. Every company must have at least one director (two in the case of a public company) and they have a multifaceted role within a company. The directors may be employees, they have duties as directors and they generally act on behalf of the company in its dealings with the outside world (that is, they act as agents). This variety of functions means that any question can include an aspect relating to the directors-a question on shares might raise issues of the power to allot (s 80 of the Companies Act 1985), a question involving litigation might touch on division of power within the company, almost any transaction might be challengeable as an improper use of directorial power and, as discussed above in Chapter 3, the validity of a company’s contract can turn on the authority of the director who purported to act on behalf of the company. In addition, questions might raise, although rarely as the only issue, issues of the validity of the appointment, the amount of remuneration or the legitimacy of a dismissal of a director.
