Bushell v Faith (1970)

Company Law · Remuneration of Directors (Managerial Remuneration)

Facts.

A company’s articles gave a director, on a resolution to remove him, three votes per share, enough to defeat the removal.

Issue.

Was such a weighted-voting article valid despite the statutory power to remove a director by ordinary resolution?

Held.

Yes — the article was valid; the statutory power of removal could be qualified by such a provision in the articles.

Why it matters.

Shows how far the articles can entrench a director; important context for the s.169 removal power.

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