The Unanimous Consent Rule in Company Law

Abstract

In the history of the modern company the shareholder has held a privileged position, for although the company's separate identity is the fundamental tenet of company law the shareholder's place as proprietor has only recently been questioned. It is perhaps not surprising therefore that for nearly a century the unanimous assent of shareholders has held the status of an overriding authority, able to cure procedural defects, overcome statutory requirements and validate almost any act within the capacity of the company. In its most recent application in Brick and Pipe Industries Ltd. v. Occidental Life Nominees Pty. Ltd., where the consent of shareholders was held to bind the company to a guarantee, we have a striking example of the authority accorded to the wishes of shareholders.