In re Galasys [2016] 2 JLR 347 (17 October 2016)

In re Galasys [2016] 2 JLR 347 (17 October 2016)

If directors are unable to act due to conflict of interest, the company may exercise reserve powers in general meeting by ordinary resolution.

Citation
[2016] 2 JLR 347
Parties
Company: Galasys
Jurisdiction
Jersey
Judgment Date
17 October 2016
Procedural Posture
Company Law Application / Judgment
Outcome
Application granted
Legal Topics
Shareholder Resolutions, Board Powers, Conflict of Interest
Company Law Shareholder Resolutions Board Powers Conflict of Interest

Case Brief

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Parties

Galasys

Company

Procedural Posture

Company Law Application / Judgment

Legal Issues

  1. 1 Whether shareholders can interfere with board powers under company's articles
  2. 2 Whether company can act in general meeting if board is unable to act due to conflict of interest

Ratio Decidendi

If directors are unable to act due to conflict of interest, the company may exercise reserve powers in general meeting by ordinary resolution.

Court Disposition

Application granted

Orders

  • Company may discontinue litigation by ordinary resolution at EGM