What can be done if two out of three board members collude to increase their salaries without informing the other director or other shareholders?
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Lets assume that the two board members are still both working for the company and also make the majority of the shareholding. The company is a Hong Kong company (very similar to British law).
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Answer:
You haven't put in any information about jurisdiction. But based on some broad knowledge of common law and Indian law, I can think of a few things: If you are a shareholder or can get shareholders together with a certain threshold of shareholding (in India it is 10%), many company law statutes have a remedy called an oppression remedy. Under this, shareholders can get together and file proceedings asking for removal of the directors from directorship and even shareholding on the ground that the management of the company is oppressive and not in the best interest of the company. Filing a suit against the directors may also be an option. Directors owe a fiduciary duty to the company and hence are required to act in its best interests. Any such unscrupulous action which would lead to erosion of the company's value would certainly seem like a breach of the directors fiduciary relationship. If the company is listed, these kinds of activities would probably fall afoul of securities regulations law. There could be criminal sanctions that could be provided. This answer is not a substitute for professional legal advice....
Aakanksha Joshi at Quora Visit the source
Other answers
You can try to file a shareholder derivative lawsuit http://www.deacons.com.hk/eng/knowledge/knowledge_470.htm#4 The other thing is that HK company law and UK company law are increasingly divergent.
Joseph Wang
If corporate bylaws require their raises to be approved by the board, voice your objection at the next board meeting. Insist on a claw back from the time they started receiving the raise until it is properly approved. If they refuse, organize the minority shockholders to sue.
Robert Wagner
Agreeing with Aakanksha, but breach of fiduciary duty seems to be a pretty obvious cause of action. Officers have a fiduciary duty to the company, which means they must act in the best interests of the company, and cannot engage in self dealing. If the officers colluded to increase their salaries, that is self dealing. Whether they breached their fiduciary duty depends on the facts.
Neil Aggarwal
You have not given a lot of details so I would inform you on the face value of what you say. You say that those two directors colluded among themselves, while this prima facie doesn't seem illegal because directors have the power to resolve whatever they want with a extra ordinary majority of two third. Which is fulfilled in this case. So in order proceed against them according to company law there has to be a rule which specifically debars such kind of resolution. But if there isn't anything in the law, if which I am pretty sure that there isn't, you can proceed against them for BREACH OF TRUST. Since you say that the law is similar to that of england there is a possibility that you get some relief. Breach of Trust usually occurs when someone who is under trust for something or is suppose to follow certain principles of equity works against it. P.S.- This answer is for information purposes only and should not be considered a legal advice to be acted upon. Consult an attorney before starting to proceed.
Suyash Manjul
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