Company Meetings, Resolutions and Shareholder Remedies
Meetings and resolutions
Public companies must hold an annual general meeting; private companies need not, unless the articles require it. Extraordinary general meetings may be requisitioned by members holding at least 10% of paid-up capital. Notice must be given to all members and directors: 21 days for a public company AGM, 14 days for other meetings (articles may extend). Special notice of 28 days is required for removing directors and auditors. Quorum is fixed by the articles; failing that, the statutory default applies.
Resolutions
Ordinary resolutions need a simple majority of votes cast; special resolutions need 75%. Private companies may use written resolutions, passed by the requisite majority, without a meeting.
Remedies
Foss v Harbottle: the proper plaintiff for a wrong to the company is the company. Exceptions: illegal or ultra vires acts, personal rights, fraud on the minority, and acts requiring a special majority. CAMA also provides derivative actions (with leave of court), personal actions, and winding up on just and equitable grounds.
Worked example
Two shareholders holding 60% vote to amend the articles to allow the company to buy their shares at an inflated price, prejudicing the minority. The minority may challenge the alteration as a fraud on the minority, seek a derivative action, or petition for relief. Reasoning: a 75% vote might pass the amendment, but a special resolution cannot validate oppression of the minority.
Traps
Confusing special notice with special resolution; assuming written resolutions are available to public companies; treating 75% of those present as 75% of all members (unless the articles say so).