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JGM, Solicitor
Category: Law
Satisfied Customers: 12286
Experience:  30 years as a practising solicitor.
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Hello, Company directors have taken significant decisons outside

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Company directors have taken significant decisons outside of formal meetings and not involved all directors in the process ie not inviting them to meetings or with regard to the M&A's to restructure. What remidies are there.
Ed M
Thank you for your question.

You would take an injunction against them from implementing the decisions and ask the court to find that the directors acted ultra vires, ie, outwith their powers.

The company also has the power to remove a director under section 168 of the Companies Act 2006:

"168 Resolution to remove director
(1) A company may by ordinary resolution at a meeting remove a director before the expiration of
his period of office, notwithstanding anything in any agreement between it and him.
(2) Special notice is required of a resolution to remove a director under this section or to appoint
somebody instead of a director so removed at the meeting at which he is removed.
(3) A vacancy created by the removal of a director under this section, if not filled at the meeting
at which he is removed, may be filled as a casual vacancy.
(4) A person appointed director in place of a person removed under this section is treated, for the
purpose of determining the time at which he or any other director is to retire, as if he had become
director on the day on which the person in whose place he is appointed was last appointed a director.
(5) This section is not to be taken
(a) as depriving a person removed under it of compensation or damages payable to him in
respect of the termination of his appointment as director or of any appointment terminating
with that as director, or
(b) as derogating from any power to remove a director that may exist apart from this section."

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Customer: replied 5 years ago.

Thank you. No director has been removed but the decsion taken ultra vire resulted in my dismisal as ceo though i still appear as company secretary. Ed M.

Noted. Do you have a further question?