• Home
• Library
• DRO home

Directors' duty to use their powers for proper or permissable purposes du Plessis, Jean 2004, Directors' duty to use their powers for proper or permissable purposes, South African mercantile law journal, vol. 16, no. 3, pp. 308-326. Attached Files Name Description MIMEType Size Downloads duplessis-directorsduty-2004.pdf Published version application/pdf 1.14MB 496 Title Directors' duty to use their powers for proper or permissable purposes Author(s) du Plessis, Jean Journal name South African mercantile law journal Volume number 16 Issue number 3 Start page 308 End page 326 Publisher Juta & Company Ltd Place of publication Capetown, South Africa Publication date 2004 ISSN 1015-0099 1996-2185 Keyword(s) company law Summary This article focuses generally on the interaction among several internal company law doctrines such as the supremacy of the articles of association; that other organs cannot interfere with powers exclusively conferred upon a particular organ; that courts will not readily interfere with internal company matters; that directors are under a duty to act in good faith and in the best interest of the company as a whole and under a duty to use their powers for proper or permissible purposes; and that there are some remedies available to shareholders if directors did not perform their powers for a proper or permissible purpose. The specific aim with the article is to establish when and why the courts will be prepared to set aside decisions by directors if they have taken them for an improper or impermissible purpose. The article concludes that the courts will be prepared to set the decisions of directors aside when they have used a particular power substantially or primarily for an improper or impermissible purpose. When the exercise of directors' powers is challenged under circumstances where there were both permissible and impermissible purposes for exercising a particular power, there is no alternative for the court but to inquire into the complex area of the state of mind of those who acted and the motive on which they acted. This is, in fact, second-guessing the decisions of directors. Language eng Field of Research 180109 Corporations and Associations Law HERDC Research category C1 Refereed article in a scholarly journal Copyright notice ©2004, Juta & Company Ltd Persistent URL http://hdl.handle.net/10536/DRO/DU:30002515 Document type: Journal Article Collections: School of Law Open Access Collection   Unless expressly stated otherwise, the copyright for items in DRO is owned by the author, with all rights reserved. Every reasonable effort has been made to ensure that permission has been obtained for items included in DRO. If you believe that your rights have been infringed by this repository, please contact drosupport@deakin.edu.au. Versions Version Filter Type Thu, 15 Jan 2009, 08:41:42 EST Tue, 30 Jun 2009, 14:42:10 EST Fri, 02 Oct 2009, 10:23:21 EST Fri, 02 Oct 2009, 10:24:33 EST Tue, 05 Jun 2012, 09:29:50 EST Fri, 13 Jun 2014, 22:27:07 EST Filtered Full Access Statistics: 668 Abstract Views, 496 File Downloads  -  Detailed Statistics Created: Mon, 07 Jul 2008, 08:26:54 EST

Every reasonable effort has been made to ensure that permission has been obtained for items included in DRO. If you believe that your rights have been infringed by this repository, please contact drosupport@deakin.edu.au.