Professional Documents
Culture Documents
Law Faculty
UK6043
Undang-Undang dan Amalan Syarikat
Company Law and Practice
2. LISTCO
o Listed Public Company
o Owns 73% of SUBCO’s ordinary shares
3. Tang Family
o Owns 23% SUBCO’s ordinary shares
o Represented by Director Tommy Tang
Facts
At first, LISTCO passed a resolution to
instruct SUBCO to acquire a business in
North America but was rejected by
SUBCO’s board of directors.
The Proposal was reformulated and put
into SUBCO’s board of directors again
and was accepted by majority of directors.
Facts (Cont)
Tang Family thought that SUBCO was
willing to endorse anything LISTCO
proposed without assessing its merit.
(Rubber-stamp)
According to Tang’s solicitor, LISTCO
may be treated as a director for SUBCO
and subject to statutory duties that apply
to company directors.
Issues
1. Can LISTCO be treated as a director?
X
No person other than a
natural person of full age
shall be a director of a
company.
Section 122 (5) of CA
1) Properly appointed
Case:
1. Re A Company (Ex Parte Copp) [1989]
BCLC 13
2. Standard Chartered Bank of Aust Ltd. V
Antico (1995) 13 ACLC 1381
Directions or Instructions
Case:
1. Ho v Akai Pty Ltd (in LIQ) [2006]
FCAFC 159
Accustomed to Act
There is a pattern established in that the
’instructions’, or ‘directions’ of the
shadow director is customarily adhered to
by the de jure* directors.
*concerning fact
Re A Company
(Ex Parte Copp) [1989] BCLC 13
YES
!
Can LISTCO be treated as a Director?
Yes, if controlling
controlling role
role
can be established.
Issue 2 - Was SUBCO submissive to
LISTCO?