Seminar 4
Topic 4: Directors: appointment, termination of office, remuneration, and powers
Essential reading:
- Chapter 15 –, Mayson, French & Ryan on Company Law (38th edition, Oxford University
Press, 2023).
Students are required to attempt to answer the questions below before the seminar. This will
require student to work in small groups to discuss and resolve problems based on fictional
scenarios.
1) How are directors appointed and removed?
2) Which are the grounds for disqualification of directors?
3) How are directors remunerated?
4) John is the director of Mark’s company. During his office he is adjudged bankrupt, nevertheless he
continues to manage the company and buys land from Lucy, who did not know that John had gone
bankrupt. What legal advice would you offer to Lucy?
Further readings
Please ensure that you read all of the essential readings and other sources as a part of your
independent study.
J Ellis, ‘The continued appointment of corporate directors’ (2016) 37 Co Law 203
E Ndzi, ‘UK shareholder voting on directors’ remuneration: has binding vote made any
difference?’ (2017) 38 Co Law 139
R Grantham, ‘The unanimous consent rule in company law’ [1993] CLJ 245
C Noonan and S Watson, ‘The nature of shadow directorship: ad hoc statutory intervention
or core company law principle?’ [2006] JBL 763
A Cockerill and J Mendelsohn, ‘Directors and the missing “articles”’ (2008) 152(2) SJ 20
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