ERA Legal has successfully fought off an application for a mandatory injunction seeking that company directors:
- Make particular recommendations to shareholders concerning resolutions at an AGM; and
- Cast their votes and those of their associates, in favour of a particular resolution at an AGM.
In determining this application it was found on the facts of the case:
- An obligation by a director to make a recommendation to shareholders is not an obligation that could be restrained by a contractual undertaking without a fiduciary carve out;
- A company cannot compel its directors to make a recommendation; and
- A covenant by a company is not a covenant by its directors.
Stay tuned for full details when the judgment is released. For more information please contact Denise Wright.
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