Ask a Law Question, Get an Answer ASAP!
Hi, Thank you for your question and welcome. My name is ***** ***** I will assist you. I am a company law expert. How many shareholders are there? Do the meetings have a chairperson?
52 Shareholders.There are 4 directors one of which is the chairperson.
All directors are shareholders with one share each
Hi, Thank you. The chairperson is free to conduct the rules of the meeting. If they say that no sound recordings may be taken then you have to abide by that rule.
In making this rule they are setting a reasonable expectation of privacy and making a recording would be in breach of this. This leaves you with the following options:
1. Make a hand written transcript of the meeting. Really the only relevant business will be the acutal resolutions that are voted on. If the directors are being fraudulent or misleading the shareholders then there are protections under S.994 of the Companies Act 2006 act against unfairly prejudicial behaviour.
Further more S.260 allows shareholders to bring derivative actions against directors if you can prove breach of duty.
2. Make the sound recording any way in secret. In doing this you have to bare in mind that you will only have limited uses of such information - for example you would need permission of a court to use it as admissible evidence in a trial.
If the directors found out you had the recording they could injunct you to destroy it.
Therefore really you would only be able to use it to make a written transcript.
3. Get the directors to appoint an official transcriber of the minutes or make one official recording that can be done by the transcriber.
If you have enough shareholders to support you, you can just insist that recordings be allowed at an AGM by resolution?
I read on one of the sites that as the law of the land takes precedence. That if one suspects that a criminal act act may occur that you have a right to record?
nfortunately the official transcriber is the chairpersons wife!
Hi, Thank you. If you suspect criminal activity then I would just record the AGM covertly.
You are balancing competing interests here - its either you worry about what the directors might try and do or allow the criminal behaviour to continue.
Just bare in mind you wont be able to use the recording in court proceedings with the permission of the court. If the directors find out, there is not really that much they can do, especially if they are then subject to a criminal investigaton
just bare in mind that if you do make the recording covertly and they find out, and nothing comes of your investigation or compliant, they are likely to treat you as an outcast and probably be less co operative (that is just a practicality).
Agreed. Thank You