THE CURRENT TREND IN JUDICIAL AND PARLIAMENTARY RESPONSES TO SHAREHOLDERS UNANIMOUS ASSENT: A COMPARATIVE PERSPECTIVE

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Abstract

The doctrine of shareholders unanimous assent principally recognises the powers of the shareholders to override the procedural requirements for passing resolutions in matters of company business. This principle, which has withstood the test of time, is presently generally referred to as the Duomatic principle. Although generally accepted as a useful tool in expediting corporate decisions and enjoys statutory recognition in some jurisdictions, its scope has been subjected to varying judicial definitions to the extent that unless assent is positively expressed by the relevant organs of the company, the reliance by the courts on the equitable principles to impute assent has been unsettling in some cases. The paper compares the judicial and parliamentary responses to the Duomatic principle in three jurisdictions and argues that the principle should apply to every decision that is within the competence of the relevant organs of the company irrespective of where the procedural rules are prescribed.

Keywords: Shareholders, Duomatic Principle, Corporate Decisions

How to cite this paper: Nwafor, A. O. (2014). The current trend in judicial and parliamentary responses to shareholders unanimous assent: A comparative perspective. Corporate Ownership & Control, 11(2-6), 602-615. https://doi.org/10.22495/cocv11i2c6p7