(a) The members of Anchor (Pty) Limited are dissatisfied with the manner in which the affairs...
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(a) The members of Anchor (Pty) Limited are dissatisfied with the manner in which the affairs of the company are being conducted by the directors. Two directors are therefore removed from office. The directors maintain that their removal is invalid, since the Articles provide that directors hold office for a period of five years and they were removed after expiration of a period of only two years. They also contend that the appointment of the new directors is invalid, since requirements of section 211 of the Companies Act were not complied with. These two directors approach you for legal advice. Advise them on: i. The procedures and requirements applicable to the removal of directors and the methods by which a director can seek to ensure that he or she will not be removed from office. (8) ii. Whether they have a claim for damages against the company in respect of their premature dismissal and whether they can prevent their removal and compel the company to restore them to their office. (4) South African Corporate Law / ⒸICG / Page 41 Whether a claim for damages can be avoided if the Articles are amended by the company. Discuss the requirements for an alteration of the Articles. (10) iv. The procedures and requirements applicable to the appointment of new directors and the consequences if these requirements are not complied with. (10) (b) Write a short note on the fiduciary duty of directors to avoid a conflict of interest, paying special attention to the situation where a director contracts with his or her company. (12) 1441 (a) The members of Anchor (Pty) Limited are dissatisfied with the manner in which the affairs of the company are being conducted by the directors. Two directors are therefore removed from office. The directors maintain that their removal is invalid, since the Articles provide that directors hold office for a period of five years and they were removed after expiration of a period of only two years. They also contend that the appointment of the new directors is invalid, since requirements of section 211 of the Companies Act were not complied with. These two directors approach you for legal advice. Advise them on: i. The procedures and requirements applicable to the removal of directors and the methods by which a director can seek to ensure that he or she will not be removed from office. (8) ii. Whether they have a claim for damages against the company in respect of their premature dismissal and whether they can prevent their removal and compel the company to restore them to their office. (4) South African Corporate Law / ⒸICG / Page 41 Whether a claim for damages can be avoided if the Articles are amended by the company. Discuss the requirements for an alteration of the Articles. (10) iv. The procedures and requirements applicable to the appointment of new directors and the consequences if these requirements are not complied with. (10) (b) Write a short note on the fiduciary duty of directors to avoid a conflict of interest, paying special attention to the situation where a director contracts with his or her company. (12) 1441
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a i The procedures for the removal of a director are set out in section 168 of the Companies Act A director may be removed from office by a resolution ... View the full answer
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Business
ISBN: 978-0133354263
8th Canadian Edition
Authors: Ricky Griffin, Ronald J.Ebert , Frederick Starke, Melanie Lang, George Dracopoulos
Posted Date:
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