Akindipe samson george

     The philosophy behind this rule must be clearly appreciated from the onset. Once a company is recognised as a distinct entity upon incorporation, in carrying out its functions as a going concern, the majority of the members i.e those who have the command of more than 50 percent of the vote in general meeting must be able to steer the course of the ship of the company in a direction that they feel it should go. It does not matter that such direction is not favourable to the other members who are regarded as the minority. This fundamental concept of democracy which applies to every facet of human endeavour became a frait accomli to companies and was naturally extended to them when the opportunity came in the celebrated case of Foss vs Harbottle (supra). It, in effect, means that a member is bound by the decisions of the majority as clearly and as usually expressed at the general meeting. If he opposes a resolution which eventually scales though with the required majo...

 A share in a company is the expression of a proprietary relationship, the shareholder is the proportionate owner of the company but, he does not own the company’s assets which belong to the company as a separate and independent legal entity.  Section 567(1) defines ‘share’ as ‘the interests in a company’s share capital of a member who is entitled to share in the capital or income of such company; and except where a distinction between stock and shares is expressed or implied, includes stock’. It is a choice in action and is property transferable as provided in the articles. Who is a Shareholder? A Shareholder is an individual or institution (including a corporation) that legally owns one or more shares of stock in a public or private corporation. Shareholders may be referred to as a member of a corporation. Legally, a person is not a shareholder in a corporation until their name and other details are entered in the corporation’s register of shareholders or members. Section...

Legal Personality’ means “the capacity of a human being or a judicial entity to be either a subject or an object of both of jural relations”. It is the legal capacity of the person or entity to own or possess “things” and to maintain claims or assert rights and liberties in respect of them against another and the capacity to sustain and satisfy claims by others against himself or itself in those relationship. Salmond posited that; “any being whom the law regards as capable of rights and duties whether a human being or not, and in the event that such a being is not so capable, such one is not regarded as a person even though he be a man”. He stressed further that“persons are the substances of which rights and duties are their attributes and it is only in this regard that persons possess judicial significance, and this is the exclusive point of view from which personality receives legal recognition” As part of the ratio in the case of Gani Fawehinmi v. N.B.A, the question which was rai...