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Hello, welcome to the website. My name isXXXXX can assist you with this.
If a chairman misleads the members of a company, then they (or the company) could take action against the chairman. Depending on the nature of his remarks, it could potentially be a criminal offence, although that is less likely.
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The company would potentially be liable too, yes, and it in turn would have a potential claim against the directors for breach of duty to the company and/or misfeasance.
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You seem to be disconnected and I am unable to comment on your answer to my query viz . is the company not also liable.
Hello - the company is also potentially liable, if it has caused some loss to somebody (due to the director's acts).