UK: England and Wales: sole shareholder and director could not ratify their own breaches of duty

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.