Some reflections on the general meeting's power to control corporate proceedings

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Title Some reflections on the general meeting's power to control corporate proceedings
Author Qu, Charles Zhen
Journal Name Common Law World Review
Editor David Clarke and Keith Stanton
Year Published 2007
Place of publication United Kingdom
Publisher Vathek Publishing
Abstract The jurisprudence on the power of the general meeting of a company to control corporate actions has been developed largely through the courts' interpretation of various versions of constitutional provisions on corporate power allocation, all of which can be traced back to the Companies Act 1862 (UK), Table A, reg. 55. This body of jurisprudence is likely to be resorted to when a need for resolving a similar question arises, regardless of how the power allocation provision is worded under the current model company constitution in the relevant jurisdiction. This article discusses two different schools of views on corporate power allocation. The mainstream view is that where the management power is vested in the directors, it is not a matter where the general meeting can intervene. However, the author feels that this view is doctrinally unsustainable. Instead, the author agrees with the view that the general meeting's power to make management, and hence corporate litigation, decisions is determined by the parties' intention manifested in the words in all forms of company regulations. This article also argues that regardless of how the relevant constitutional provision on division of corporate powers is worded, the general meeting has power to act where a board that is capable of making impartial decisions is unavailable.
Peer Reviewed Yes
Published Yes
Volume 36
Issue Number 3
Page from 231
Page to 261
ISSN 1473-7795
Date Accessioned 2010-07-09
Language en_AU
Research Centre Socio-Legal Research Centre
Faculty Griffith Business School
URI http://hdl.handle.net/10072/33118
Publication Type Journal Articles (Refereed Article)
Publication Type Code c1x

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