Skip to content
Company Law · Unit 3

Directors, the Board and Minority Protection

Unit 3 of Company Law (syllabus: Module III — directors, their appointment, qualification and removal; the board, its powers and its committees; key managerial personnel and remuneration; related party transactions; and the protection of minority interests through prevention of oppression and mismanagement, class action and amalgamation). Below: what the unit covers, the provisions it turns on, and the cases an examiner expects you to name.

What this unit covers

  • To whom does a director owe his duties?
  • When must a director account for a profit he has made?
  • What are the statutory duties of a director?
  • How is the Board constituted, and what limits are placed on directorships?
  • Which powers may the Board exercise only with the members' consent?
  • How are a director's interested transactions controlled?
  • Who may sue when a wrong is done to a company?
  • What are the exceptions to the rule in Foss v. Harbottle?
  • What must a petitioner prove to establish oppression?

Treat that list as a self-test: recite each topic's rule from memory before you open its cases.

Provisions

Leading cases

Full case summaries

Exam questions on this unit

In this paper