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Buachaill
Buachaill, Barrister
Category: Law
Satisfied Customers: 10527
Experience:  Barrister 17 years experience
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I have a current problem with by fellow director and his abuse

Customer Question

I have a current problem with by fellow director and his abuse of handling company affairs. He is not an employee of the company as he works for another company in the same industry, but holds the title of company secretary. His wife holds 50% of the company shares and I as the Managing Director hold the other 50% of the shares. I receive a director's salary. Do I have a "special voting right" to remove this director as it is not stated in the articles of the association for the company.
Submitted: 1 year ago.
Category: Law
Expert:  Buachaill replied 1 year ago.
1. There is no such thing as a "special voting right" to remove another director. Basically, you can vote your 50% of the shares and the other director can vote his 50% of his shares. So any vote to remove this other director will not succeed. However, the one thing where this director is in breach of his duty to the company is that he is working for another company in the same industry. This is a breach of this director's fiduciary duty to the company you are a director of. A conflict of interest arises here between this director's duties to your company and also to the company of which he is an employee. So this other director is in breach of his fiduciary duties to your company. This is grounds for him to be removed. So if you bring a resolution for the other director to be removed, then you should do for this stated breach of fiduciary duty.
Expert:  Buachaill replied 1 year ago.
2. Please Rate the Answer as unless you RATE the answer, your Expert receives none of the money you have paid the website so there is no incentive to answer any further questions.

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