The Bartlett duty revisited—an imperfect fusion of trust and company law and practice

Abstract

The wide authority of directors to manage their company is well established. By way of reminder, in Howard Smith Ltd v Ampol Petroleum Ltd1 Lord Wilberforce, delivering the judgment of the Privy Council, said: The constitution of a limited company normally provides for directors, with powers of management, and shareholders, with defined voting powers having powers to appoint the directors, and to take, in general meeting, by majority vote, decisions on matters not reserved for management … it is established that directors, within their management powers, may take decisions against the wishes of the majority of shareholders, and indeed that the majority of shareholders cannot control them in the exercise of these powers while they remain in office. In Grundt v Great Boulder Pty Gold Mines Ltd2 Cohen LJ said: There is nothing unusual in the shareholders not being allowed to interfere in matters which have been deliberately...