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    Week 11 BS

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    Haisam Alam
    The document discusses various aspects of corporate law and governance such as regulations for regulators, issues with WeWork, quorum requirements for board meetings, remuneration of directors, roles of other managerial personnel like managers and company secretaries, types of company meetings, procedures for valid meetings, representation of companies, minutes, majority powers and minority rights exceptions, and prevention of mismanagement. Major topics covered include board meetings, roles and compensation of directors and other executives, shareholder rights, and standards for valid company decisions.

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    Week 11 BS

    Uploaded by

    Haisam Alam
    26 views15 pages
    The document discusses various aspects of corporate law and governance such as regulations for regulators, issues with WeWork, quorum requirements for board meetings, remuneration of directors, roles of other managerial personnel like managers and company secretaries, types of company meetings, procedures for valid meetings, representation of companies, minutes, majority powers and minority rights exceptions, and prevention of mismanagement. Major topics covered include board meetings, roles and compensation of directors and other executives, shareholder rights, and standards for valid company decisions.

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    The document discusses various aspects of corporate law and governance such as regulations for regulators, issues with WeWork, quorum requirements for board meetings, remuneration of directors, roles of other managerial personnel like managers and company secretaries, types of company meetings, procedures for valid meetings, representation of companies, minutes, majority powers and minority rights exceptions, and prevention of mismanagement. Major topics covered include board meetings, roles and compensation of directors and other executives, shareholder rights, and standards for valid company decisions.

    Copyright:

    © All Rights Reserved
    Download as PPTX, PDF, TXT or read online from Scribd
    Download as pptx, pdf, or txt
    26 views15 pages

    Week 11 BS

    Uploaded by

    Haisam Alam
    The document discusses various aspects of corporate law and governance such as regulations for regulators, issues with WeWork, quorum requirements for board meetings, remuneration of directors, roles of other managerial personnel like managers and company secretaries, types of company meetings, procedures for valid meetings, representation of companies, minutes, majority powers and minority rights exceptions, and prevention of mismanagement. Major topics covered include board meetings, roles and compensation of directors and other executives, shareholder rights, and standards for valid company decisions.

    Copyright:

    © All Rights Reserved
    Download as PPTX, PDF, TXT or read online from Scribd
    Download as pptx, pdf, or txt
    of 15

    Corporate Law and

    Governance

    Muhammad Usman Piracha


    Who will regulate the regulators
     https://
    tribune.com.pk/story/2444700/court-acquit
    s-ex-secp-chief-in-tampering-case
    WeWork

    https://www.youtube.com/watch?v=X2LwIiKhc
    zo

    https://
    www.youtube.com/watch?v=p3q5m0ILTfk

    https://
    www.youtube.com/watch?v=6a9w0ATDWRY
    Contd.
    Quorum

    One third of its total strength or two directors,


    whichever is higher.

    Proceedings

    The manner of conducting the business of the


    board stated in the articles

    Majority voting (binds all) and chairman’s vote


    Remuneration of Directors
     Determined by articles of the company or by
    a resolution of the company’s general
    meeting.
    Other Managerial Personnel

     Manager

     Company Secretary (Administrative Officer)

     Officer

     Sole Selling Agent


    Other Managerial Personnel

     Manager

     A managing director or manager have this


    common feature that they have the
    management of the whole or substantially the
    whole of the affairs of the company.

     Difference between Manager and Managing


    Director
    Other Managerial Personnel
     Company Secretary

     An officer of the company with executive


    duties and responsibilities.
     Authority to sign contracts on the company’s

    behalf. Is presumed to act as an agent unless


    explicitly mentioned in the Articles.
     Houghton & Co.
     -Secretary trapping persons for taking shares
    in a company fraudulently
    Other Managerial Personnel

     Officer

     Example: The managing director, manager,


    secretary or any person in accordance with
    whose directions or instructions the Board of
    Directors of the company are accustomed to
    give weight (CEO).
    Other Managerial Personnel

     Sole Agent

     Where the company gives the executive right


    to a person to sell its goods in a particular
    area.
    Meetings

     Statutory Meetings

     Annual General Meetings

     Extraordinary General Meetings


    Procedures of a Valid Meeting

     Should be called by the proper authority

     Notice

     Chairperson

     Vote
    Contd…

     Representation of Companies and


    Government (OpenAI)

     Minutes
    Majority Powers and Minority Rights

     Foss v Harbottle
    ◦ But only as long as the company is acting within its powers)

     Exception to the majority supremacy (SH / Ultra


    Vires)
    ◦ Insurance Co. Ltd v Kanhaiya Lal (directors acting ultra vires
    in application of the assets of a company)

     Fraud on Minority
    ◦ Hooper’s Telegraph Works (A passes resolution to
    compromise the action in a manner favourable to B and not
    to A)
    Contd…

     Wrongdoers in Control
    ◦ Glass Vs Atkin – equal control between two
    defendants and plaintiffs.

     Injustice to Majority
    ◦ Two CEO’s CJ’s

     Prevention of Mismanagement
    ◦ Nageshwara Rao (threat, blackmail, undue
    influence)

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