In order to answer to the above question, the following
distinctions need to be made.
1. Management and control of
the business of the
company Vs. Shareholders control of
the
company
the company through their
votes at general meetings, while the board of directors
exercises control
of the business of the company
by its management. A long line of authorities supports this.
The board of directors exercises the central management and
control of the business, while the shareholders exercise the
control of the company.
The above principle is also specifically adopted in our
Companies Law Cap 113, Table A, section 80, subject to any
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A recent ruling by the Supreme Federal Court (STF) has confirmed
the possibility of ratifying a foreign decision without the need
for a Brazilian company to be served with process in the lawsuit by
letter rogatory - an instrument to communicate between Judiciaries
in different countries. The STF upheld the ruling of the Superior
Court of Justice (STJ), releasing an American company from this
obligation once and for all.
In the period from 1 January 2015 to 30 September this year, the
STJ judged 3,576 requests to ratify a foreign ruling. Of these,
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The Registrar of Companies (RoC) is imposing penalties and
issuing warning letters to companies that fail to submit accurate
information on their ultimate beneficiaries (their beneficial
owners ).
As of 1 February 2021, the RoC had levied 19 administrative
fines – at a rate of $5,000 per fine – against
companies for noncompliance with beneficial ownership (BO)
requirements. Head of Compliance Paul Inniss noted that warning
letters were sent to the companies prior to the fines being levied.
If the fines are not paid, and/or the companies involved continue
to not comply, the Registrar will remove them from the companies
In its recent decision in
What you need to know
The Court held that the organizing principle of good faith
requires that, where a contract gives a party the ability to make a
discretionary decision, the
party must exercise that
discretion reasonably in light of the bargain the parties
made.
The Court held that the duty to exercise discretion reasonably
is imposed externally on the contractual relationship, and
therefore the parties cannot contract out of it.
This means that
The Court heard this case at the same time as
CM Callow Inc. v. Zollinger (CM
Callow), which considered the duty of honest performance.