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However, under section 1157 courts may, if directors are negligent but found to be honest and ought to be excused, relieve directors from paying compensation. The "objective plus subjective" standard was first introduced in the wrongful trading provision from the Insolvency Act 1986, [8] and applied in Re D'Jan of London Ltd. [9]
s.171 Companies Act 2006; Directors are also strictly charged to exercise their powers only for a proper purpose. For instance, were a director to issue a large number of new shares, not for the purposes of raising capital but to defeat a potential takeover bid, that would be an improper purpose. [8]
Under the act, directors risk large fines and prison sentences in the case of accounting crimes. Internal control is now the direct responsibility of directors. The vast majority of companies covered by the act have hired internal auditors to ensure that the company adheres to required standards of internal control.
Crucially, the Companies Act 2006 section 168 defines "members" as those with the ability to vote out the board. Under section 112 a "member" is anybody who initially subscribes their name to the company memorandum, or is later entered on the members' register, and is not required to have contributed money as opposed to, for instance, work.
The beginning of modern company law came when the two pieces of legislation were codified under the Joint Stock Companies Act 1856 at the behest of the then Vice President of the Board of Trade, Mr Robert Lowe. That legislation shortly gave way to the railway boom, and from there the numbers of companies formed soared.
From January 2008 to December 2012, if you bought shares in companies when John W. Meisenbach joined the board, and sold them when he left, you would have a 41.8 percent return on your investment, compared to a -2.8 percent return from the S&P 500.
Public Sector Undertakings (PSU) in India are government-owned entities in which at least 51% of stake is under the ownership of the Government of India or state governments.These type of firms can also be a joint venture of multiple PSUs. These entities perform commercial functions on behalf of the government.
Under the Companies Act 2006 section 171 directors must observe the constitutional limits on their powers, and are liable to pay compensation if they fail. A member can seek an injunction to restrain an ultra vires act. Directors who overstep an objects clause may be disqualified for doing so (see Re Samuel Sherman plc). [4]