Special resolution requirement limits board powers for major disposals, certain investments, high-value borrowings and director debt remissions. Board powers are limited: the board may act to dispose of the whole or substantially the whole of an undertaking, invest merger compensation otherwise than in trust securities, borrow beyond paid-up capital and free reserves (excluding ordinary temporary bank loans), or remit a director's debt only with the company's consent by special resolution; any special resolution for borrowing must specify the authorised total, bona fide purchasers and ordinary business disposals are protected, conditions on disposals and proceeds may be imposed subject to capital reduction rules, and excess debts are ineffective unless the lender proves good faith without knowledge of the breach.
Cases where this provision is explicitly mentioned in the judgment/order text; may not be exhaustive. To view the complete list of cases mentioning this section, Click here.
Provisions expressly mentioned in the judgment/order text.
Special resolution requirement limits board powers for major disposals, certain investments, high-value borrowings and director debt remissions.
Board powers are limited: the board may act to dispose of the whole or substantially the whole of an undertaking, invest merger compensation otherwise than in trust securities, borrow beyond paid-up capital and free reserves (excluding ordinary temporary bank loans), or remit a director's debt only with the company's consent by special resolution; any special resolution for borrowing must specify the authorised total, bona fide purchasers and ordinary business disposals are protected, conditions on disposals and proceeds may be imposed subject to capital reduction rules, and excess debts are ineffective unless the lender proves good faith without knowledge of the breach.
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