case United Kingdom English original

Automatic Self-Cleansing Filter Syndicate Co Ltd v. Cuninghame

Classic authority that directors are not ordinary agents of shareholders and need not implement an ordinary-resolution instruction where the articles allocate management power to the board.

Use It For

Use this when comparing shareholder meeting powers, board autonomy, and the allocation of authority in articles of association.

Teaching Notes

The case is a simple way to show that majority ownership is not the same thing as direct managerial authority.