Conflict of interest when removing a director I work for a UK limited company with two shareholders, and two directors. I am one of the directors and the majority shareholder (over %50 of total shares). The company's articles of association are the Model Articles from Companies House. If I want to remove the other shareholder as director for poor performance, is it sufficient for me to call a general meeting with 28 days advance notice, and pass an ordinary resolution with my majority shares? Would the Companies Act 2006 allow such an action, especially in regards to conflict of interest law?
You have a fiduciary duty as a director to act in the best interests of the company. Not your interests, not his interests, not the shareholders' interests (individually or as a group); the company's interests. You must also separate the other guy's performance as an employee from his performance as a director. If he is not performing as an employee then the correct course of action is to sack him as an employee, not as a director; and vice-versa. If he turns up to the board meetings and considers the information he is given as a director then he is not "performing poorly" in that role. However, provided you follow the law and your company's constitution I have no doubt this would be legal. You need to consult a lawyer before you do anything - it can't be the company's lawyer because he does have a conflict of interest. Notwithstanding its legality, it's a stupid idea. It doesn't fix the fundamental problem: you are in business with someone you don't want to be in business with. You need to find a way to not be in business with him and to start that process by ticking him off is a bad move. You need to reach agreement on how to end your relationship: just shoving him out while he is still a shareholder will have him looking for the first opportunity to sue you and the company the instant it underperforms.
Let's say the trustee runs into a situation where the beneficiary demands some action, and the trustee thinks this action is a really, really bad idea. Then the trustee can either say "no". Or the trustee can say "yes" and be liable (so if the action is a really bad idea then the trustee won't do this). The trustee can NOT say "yes if you sign this paper that I'm not liable for the result of this action", because the job of the trustee is to protect the beneficiary and he wouldn't be doing that.
Because HRA1998 says so, but it's not an absolute limit and is subject to discretion by the court: (1)A person who claims that a public authority has acted (or proposes to act) in a way which is made unlawful by section 6(1) may— (a)bring proceedings against the authority under this Act in the appropriate court or tribunal, or (b)rely on the Convention right or rights concerned in any legal proceedings,but only if he is (or would be) a victim of the unlawful act. (5)Proceedings under subsection (1)(a) must be brought before the end of— (a)the period of one year beginning with the date on which the act complained of took place; or (b)such longer period as the court or tribunal considers equitable having regard to all the circumstances,but that is subject to any rule imposing a stricter time limit in relation to the procedure in question.
This is from a Canadian point of view, but the rules regarding how corporations run is generally pretty standard. I took a few classes in corporate governance, but I'm working mostly from memory, so hopefully most of the information is accurate! A corporation is its own entity, separate from any shareholders, and it can make whatever policies it wants. Unless you are an officer or on the board of directors, your participation in the company usually will be limited to voting in shareholders' meetings and receiving dividends. Refusal of service is a policy matter, so the fact that you are a shareholder (or anyone else, for that matter!) should be irrelevant. In fact, you might be denied service because you're an officer due to conflicts of interest. If the company was unincorporated, you may have more rights, but you'd probably be subject to some sort of agreement.
In Australia a person must have ostensible authority as an agent (agency by estoppel) to bind their corporation. If a person claims the authority and a reasonable person would believe in the circumstances that they have the authority then their actions bind the company. See http://www.austlii.edu.au/au/legis/cth/consol_act/ca2001172/s769b.html for the law and http://www.mondaq.com/australia/x/386390/Contract+Law/Companies+and+perils+of+ostensible+authority+the+danger+of+paying+money+to+a+third+party+and+not+to+the+creditor for a case. To take your example (and putting aside the fact that the purported contract is probably unenforceable in itself), if a reasonable person would conclude you had the authority (in your capacity as director or senior executive) then it would bind McDonalds; if you were a store manager or burger flipper, it wouldn't.
A distinction has to be made between incompetent and unsatisfactory. Beware defamation laws, when you accuse someone of being professionally incompetent. Poor communication is not grounds for breaching a contract. It is not entirely obvious that your P30s problem is a breach of contract on the accountant's part – it might be, depends on what the contract says. You should hire an attorney to scrutinize the contract, as well as looking into the question of the accountant's duty to you as a customer. It might turn out that the accountant has been negligent, or you may have higher expectations than you contracted for. But you might have grounds to sue the accountant in which case terminating the contract would be preferable (from the accountant's perspective).
These offer letters typically state explicitly that the offer is contingent on approval by the relevant governing board. This is sufficient to thwart promissory estoppel. Such highest-level overturning are frequent enough in the US that a reasonable person would know that the principal (for instance) does not have final authority to make a contract. There is no requirement that the board justify their decision to you. If you file a lawsuit alleging racial or religious discrimination, and if you can make a prima facie case for discrimination,you might survive the motion for dismissal, and the board might be required to say why they didn't hire you.
There is no legal requirement for an Assured Shorthold Tenancy agreement in England and Wales to be witnessed. Signatories to the agreement are legally free to have it witnessed. Some people may prefer it to be witnessed.