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翻訳と辞書　辞書検索 [ 開発暫定版 ] スポンサード リンク Automatic Self-Cleansing Filter Syndicate Co Ltd v Cuninghame ： ウィキペディア英語版 Automatic Self-Cleansing Filter Syndicate Co Ltd v Cuninghame ''Automatic Self-Cleansing Filter Syndicate Co Ltd v Cuninghame'' () 2 Ch 34 is a UK company law case, which concerns the enforceability of provisions in a company's constitution. The Court of Appeal affirmed that directors were not agents of the shareholders and so were not bound to implement shareholder resolutions, where special rules already provided for a different procedure. ==Facts== There were 2700 shares and the plaintiff, Mr McDiarmid, owned 1202 of them. The company was in the business of purifying and storing liquids. He wanted the company to sell its assets to another company. At a meeting he got 1502 of the shares to vote in favour of such a resolution, with his friends. The directors were opposed to it. They declined to comply with the resolution. So Mr McDiarmid brought this action in the name of the company, against the company directors, including Mr Cuninghame. The constitution stated that only a three quarter majority could remove the directors. It said the general power of management was vested in the directors ‘subject to such regulations as might from time to time be made by extraordinary resolution’ (art 96). They were also explicitly allowed to sell company property (art 91). In this case the words ‘regulations’ referred to the articles of association. So the articles could be changed by a three quarter majority of votes. It did not say anything about issuing directions to the directors. 抄文引用元・出典: フリー百科事典『 ウィキペディア（Wikipedia）』 ■ウィキペディアで「Automatic Self-Cleansing Filter Syndicate Co Ltd v Cuninghame」の詳細全文を読む スポンサード リンク 翻訳と辞書 : 翻訳のためのインターネットリソース Copyright(C) kotoba.ne.jp 1997-2016. All Rights Reserved.