Directors' Fiduciary Duties: Unthreading the Joints of Shareholder Ratification

Koh, Pearlie

doi:10.1080/14735970.2005.11419938

Journal of Corporate Law Studies

2005

DOI: 10.1080/14735970.2005.11419938

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Directors' Fiduciary Duties: Unthreading the Joints of Shareholder Ratification

Pearlie Koh

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Cited by 3 publications

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“… 26. See generally, Cranston (1992); Hannigan (2000); Hirt (2004); Koh (2005); Partridge (1987); Payne (1999); Worthington (2000). Given the purpose and scope of this article, the issue concerning the relationship between ratification and derivative action is not discussed; for the latest discussion, see Riley (2014).…”

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Contracting out of fiduciary duties

Lim

2015

Common Law World Review

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A significant implication arising out of an increasingly influential view that fiduciary duties are terms expressed or implied into voluntary undertakings is that all express or implied fiduciary duties can be excluded. This article critiques this implication by advancing the argument that this implication is doctrinally unjustified and normatively questionable through an analysis of the circumstances in which directors' fiduciary duties have been contracted out under English law.

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Contracting out of fiduciary duties

Lim

2015

Common Law World Review

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Reforming Ratification

Yap

2011

Common Law World Review

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This paper considers recent company law reform proposals in Hong Kong in relation to the ratification of breaches of directors' duties, and also makes suggestions for further reform. In the course of this discussion, comparisons will be made with the corresponding position under the UK Companies Act 2006. Finally, several wider observations in relation to the consequences of codification of common law principles and the divergence between English and Hong Kong company law will be offered. The aim is to suggest directions for future reform in the important but somewhat inaccessible area of ratification of breaches of directors' duties. While this paper seeks to consider these issues in the light of Hong Kong, the discussion would be of interest to those from other common law jurisdictions who are examining the issue of ratification or looking with interest at the recent United Kingdom company law reform efforts and considering whether to adopt them locally.

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Claiming Damages where Dividends remain Unpaid: A Contribution towards a More Balanced Approach in South Africa

Kilian

Deventer

2017

PER

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In the matter between Sumiseki Materials Co Ltd v Wambo Coal Pty Ltd 2013 NSWSC 235 (25 Mar 2013) the Supreme Court of New South Wales had to decide on the legal difficulty arising from unpaid dividends. The Court was required to decide whether a shareholder has a right to a predetermined annual dividend. The principles applied by the Supreme Court entailed estoppel (common law), minority oppression (company law) and contractual law principles. Although the principles of estoppel were relevant, these fall outside the ambit of this article concerning unpaid dividends. The Supreme Court cited approximately 40 cases and considered 5000 pages of documentary evidence pertaining to the contractual right to a predetermined dividend. Although the latter seems applicable and relevant to the South African corporate law environment, South African case law does not support it. Besides a contractual right, this article also investigates the Oxford Legal Group case in establishing at least an implied right (based on the doctrine of proper purpose) to claim an undeclared dividend or unauthorised dividend that is contrary to the board of directors discretion not to authorise any dividends. Both these cases argue when and why a court should interfere in company resolutions in striking a better balance between a right to a dividend and a company's discretionary power not to recommend or declare a dividend.

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Directors' Fiduciary Duties: Unthreading the Joints of Shareholder Ratification

Cited by 3 publications

References 11 publications

Contracting out of fiduciary duties

Contracting out of fiduciary duties

Reforming Ratification

Claiming Damages where Dividends remain Unpaid: A Contribution towards a More Balanced Approach in South Africa

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