The company passed a resolution. The claimant asserted that it was void, having been passed without proper consideration by the directors.
Held: A company director had a duty to establish what were the proper interests of a company before passing a resolution. That duty was both in his fiduciary duty to the company as director, and also as a paramount duty to creditors. In the absence of such consideration, a resolution could be declared void (as here). If such consideration was given, a court would be slow to substitute its own judgement.
Kosmin QC
Times 24-Jan-2003
England and Wales
Company, Insolvency
Updated: 06 December 2021; Ref: scu.178776