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Analysing this case there was a conflict of interest ,the intellectual being that Mrs Lamptey being a member and film director of sm all(prenominal) Ventures Ltd was also a shareholder of International consult Ltd.which was in breach of her fiduciary business as a director. This is because a director is to act bonafide of the comp either as a whole, and his duty is to use his powers unless for the purpose for which they were conferred director as an element of the troupe must make full disclosure of all business dealings, he must also account any secret profit. A director is not supposed to debauch or misuse properties of the company.
There was a breach of her fiduciary duty ,thus a fiduciary duties are owned only to the company not to the individual shareholders. A breach of fiduciary duties of a director is not liable for the action of his co directors since he is an agent of the company and not an agent of his faller directors. A company may sue a director for negligence or breach of fiduciary duty which cigaret be initiated by either the Board or members by a general Resolution. Also when their is a division of powers among directors and shareholders-sec.137&202-204 of the code. That per sec.



137(3)&(4)-it states that unless the company regulations otherwise provide the board, when acting within the powers conferred upon them by the code& the regulations, shall NOT obey the directions or instrument of the members in general meetings. cf-shaw Vs. Shaw(1935).For as per that decision, a company as an entity is distinguishable from its shareholders and its directors and the directors are entitled to act in the interest of the company and not any shareholder.
By increasing their remuneration net profit to 40% this was no consent from other members or shareholders. This is because unless a director has a service agreement with the company. He is not entitled to remuneration unless the regulations of company made such an evince provision. In Ghana sec.194, sets type of monetary payments...If you want to recrudesce a full essay, order it on our website: Ordercustompaper.com



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