
Judgment was given today by
Mrs Justice Rose in
Goldtrail Travel Ltd v Aydin & Ors [2014] EWHC 1587 (Ch). Her Ladyship held, amongst other things, that a company's sole shareholder could not in that capacity ratify their misconduct as the company's sole director. Two reasons were given to support this position: the company's insolvency and
section 239 ("Ratification of acts by directors") of the
Companies Act 2006. Mrs Justice Rose also held that the sole director could not take advantage of the provision permitting director authorisation of conflicts of interests under
section 175 ("Duty to avoid conflicts of interest") of the
Companies Act 2006.
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