COMPANY

Bonus payments to directors - no ordinary resolution approving payment - assent of beneficial owner of shares held by nominee sufficient notwithstanding absence of nominee's assentDeakin and another v Faulding and another; Specialist Group International Ltd v Deakin and others; Deakin and another (Part 20 claimants) v Specialist Group International Ltd and another (Part 20 defendants): ChD(Mr Justice Hart): 31 July 2001F and his mother were the sole shareholders in the claimant company.

F, who was also a director, agreed with the two other directors, the first and second defendants, that the first and second defendants should receive bonuses.The remuneration in the form of bonuses was not authorised by the shareholders in accordance with article 82 of table A, scheduled to the Companies (Tables A-F) Regulations 1985 (SI 1985/805) as amended, as incorporated into the company's articles of association, because there had been no ordinary resolution approving the bonuses.

The relationship between the shareholders and the first and second defendants having broken down, the company brought an action for recovery of the bonuses paid, asserting that the first and second defendants were not entitled to retain them because payment had never been authorised.Leslie Kosmin QC and Catherine Roberts (instructed by Manches) for the company.

John Dagnall (instructed by Boyd & Hutchinson) for the first and second defendants.Held, giving judgment for the first and second defendants, that, following In re Duomatic Ltd [1969] 2 Ch 365, where it could be shown that all the shareholders who had a right to attend and vote at a general meeting of the company assented to some matter which a general meeting of the company could carry into effect, that assent was as binding as a resolution in a general meeting would be; that although F's mother did not assent to the bonuses her role was of the most nominal kind and so she was in effect a nominee; that her assent therefore did not have to be proved and it was sufficient that the beneficial owner of her shares, F, had assented to the bonuses; and that, accordingly, the first and second defendants were therefore entitled to retain their bonuses.