The case is that the board of directors of Sea Ltd is considering a proposal that the company buy a ship from one of its directors, Tan, at its fair market value of £150,000. They know that Tan proposes to vote in favour of the contract at the board meeting called to approve the contract. They also know that as a shareholder Tan proposes to vote in favour of the resolution at the members’ meeting. They also know that in both situations Tan will be voting in his own selfish interests, rather than in the interests of Sea Ltd. Sir, can the board alone can commit Sea Ltd to this contract and why. Is Tan is in breach of any the seven general duties owed by a director to his company: (i) at the board meeting; (ii) at the general meeting.
Is the answer for question 2 correct? I would have thought that the answer is a public limited company? If the answer is correct as it is, please can you explain why?
maase says
The case is that the board of directors of Sea Ltd is considering a proposal that the company buy a ship from one of its directors, Tan, at its fair market value of £150,000. They know that Tan proposes to vote in favour of the contract at the board meeting called to approve the contract. They also know that as a shareholder Tan proposes to vote in favour of the resolution at the members’ meeting. They also know that in both situations Tan will be voting in his own selfish interests, rather than in the interests of Sea Ltd.
Sir, can the board alone can commit Sea Ltd to this contract and why.
Is Tan is in breach of any the seven general duties owed by a director to his company:
(i) at the board meeting;
(ii) at the general meeting.
laurenabrown says
Hi Mike
Is the answer for question 2 correct? I would have thought that the answer is a public limited company? If the answer is correct as it is, please can you explain why?
Many thanks
Lauren
MikeLittle says
Because the law states that the secretary of a plc must be appropriately qualified and may, in fact, be another company (being itself a legal person)
laurenabrown says
I understand now. Thank you for your help and for the videos!