The constitution of the company:
dealing with insiders
SUMMARYmp. 5 Under s9
the first members of th and init
share ca
X compa
Jnaresb
respondence (CA 2006,
wand Si ate
Regs
racial hatred, or whi of ‘ :
Le
ot Under
fora name which wou
specifically nee
the Gove
that the company was connected with
nment or any local authority (CA 2006, 554)form a company
eat Britain would
56). During the lif
ution (CA 2006,
nple in Exxa0.(
1 granted an inj
During the life of the
red office. In kee
previous principal Companies Acts companies
ify their objects (what they were empowered to do, ¢
the memorandum of association, In Ch
panies, Initially companies were formed by
Parliament. Ac first they were granted spnction was to serve the public interest. As time
Jin effect
tually
rovisions es issues with
To eliminate any remaining problems th
£49.10) and the Consultative Document,
March 2005 (ch 5) prop. be formetodo (CA 2006, $31). A company might d
to have an objects clause ani panies formed v
Acts (the vast majority of ex panies) with a
CA 2006, s31(2)
db
ion category. The
re provided
ved in the detail of
ndhold
me whe orporate
y describes the compa
th patter b
justifying state regulati
Mandatory ru
types of rules. However the
To the aggregate theory (hereafter, aggreg:
formed by the ag
come together
fore has lite
of solving
rrk for‘The articles of association
Board of Directors (the
White
public companies, under the the Compani
te articles of
| with many of the
ravide for t70 the rao
SI sim
Wilberforce summed up the positi. fl
tes acaar
Significant f company lave, However itis wo
he board consisten in ders wish
hile the CA 2006, s 336 me fe companicReport, ch 6 paras 6,226.40)
re or vote with the directors after
with them behin: es. Thus there is at
the 1 AGMs of public
ompanies. If the CL endations had been implemented sharehol
+8 would have been b med and institutions would have been effectively
-y voted a particular way. The CLRSG al.
uld also dispense with AGMS if ll the
7.6). The W
edural recommendations of the CLRSC
para 2.47). In the Consultative Document, Marc
: ind as 1 for pub
ngand the CA 2006 w
(0 hold an Annnal General Me
‘The contract of membership
3 Und: evious Principal Companies Acts the constitution of th:
1985, 5 14 it was stated that:and the members
Jing in che Act of 1844 that provided for a statutory cont
1856 Act, the Companies Act 1862, «16, the Com4182 |The constitution of he compan
bound to abide by the
‘Acontract between the members?
bers. Bare and
members “inéer se: That, while we kn
promote multiplicity of actio
mended was to all
sany and the other members
be reflected in the
whether a member can pa ow
(paras.
Jarity continues inthe C
of the judi
ween
: : ce sage of the Bl
chip ewes
amend ing tea
inhi ae, we hae
a result we are le
ship between the remiba
predecessor which th154 | The
of the members nstitution. The
nority shareholders Whether the
he shareholder then the individual
individual 0
tion passed at the meeting, Jessel MR considered that
n meeting were b
jon invalidating a resolution. Jenkin
ue, natn thera ofthe
member
n nature. These in
mption rights
ile this list provides
tof the difficulty in sepa
articles can be interpreted ei
‘company can put right, OF
Th sof MacDougal
and many of the cases tha
in vidal judge156 | 7 pany: dea
Le Trinidad 1887) a shareholder who had a right to b
shareholder who had a right to_b
holding of shares, should ar
herefore could not en
Kent or Romney Marsh
mnember-director actior$-7.40) maintained this po