Breach of duty: Power of shareholders to ratify directors fraudulent dealings

Abstract

Company directors owe duty of loyalty to the company which prohibits them from fraudulent dealings in the course of conducting the affairs of the company. Although the shareholders could, in the exercise of their voting powers, grant relieves to the directors from liabilities arising from a breach of duty that amounts to fraud, the extent and capacity in which the shareholders could exercise such powers is confounded by the elusive attempts by the courts in defining fraud. The paper argues that without a definite meaning ascribed to fraud, the power and capacity in which the shareholders could ratify a breach of duty arising from self-dealing and expropriation of corporate opportunities by directors cannot be predetermined, but that each case would be based on the peculiarities of its own facts.