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Avoiding Liability - Coggle Diagram
Avoiding Liability
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Relief from liability
Ratification
S.239 allows the members to ratify the conduct of a director which includes a former director and shadow director that amounts to negligence, default, breach of duty or breach of trust in relation to the company
The decision to ratify such conduct must be made by a resolution of the members of the company or by unanimous consent
If the director whose conduct is being on is also a member, then his vote will be disregarded as will those of persons connected to him, however if the vote takes place via resolution at a meeting, then such persons can still count towards the quorum
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Relief from the court
CA2006 provides that where an officer or auditor has been held liable then the court may relief him of liability if it appears to the court that he acted honestly and reasonably and having regard to all circumstances of the case, he ought fairly to be excused