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Companies Act 2006

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This is the original version (as it was originally enacted).

Ratification of acts giving rise to liability

239Ratification of acts of directors

(1)This section applies to the ratification by a company of conduct by a director amounting to negligence, default, breach of duty or breach of trust in relation to the company.

(2)The decision of the company to ratify such conduct must be made by resolution of the members of the company.

(3)Where the resolution is proposed as a written resolution neither the director (if a member of the company) nor any member connected with him is an eligible member.

(4)Where the resolution is proposed at a meeting, it is passed only if the necessary majority is obtained disregarding votes in favour of the resolution by the director (if a member of the company) and any member connected with him.

This does not prevent the director or any such member from attending, being counted towards the quorum and taking part in the proceedings at any meeting at which the decision is considered.

(5)For the purposes of this section—

(a)“conduct” includes acts and omissions;

(b)“director” includes a former director;

(c)a shadow director is treated as a director; and

(d)in section 252 (meaning of “connected person”), subsection (3) does not apply (exclusion of person who is himself a director).

(6)Nothing in this section affects—

(a)the validity of a decision taken by unanimous consent of the members of the company, or

(b)any power of the directors to agree not to sue, or to settle or release a claim made by them on behalf of the company.

(7)This section does not affect any other enactment or rule of law imposing additional requirements for valid ratification or any rule of law as to acts that are incapable of being ratified by the company.

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