Legal Environment of Business

Meaning of Proxy Battles

Proxy battles take place when the agenda items at the meeting are likely to be opposed by dissident equity shareholders. Management of the company collect proxies to face these opponents in the meetings of the Board of Directors as well as shareholders.

Meaning of Proxy

Proxy is defined as a vote in deciding corporate issues in meetings and determining elections.

Section 176 of the Companies Act, 1956 deals with the meaning, use and disposition of proxy, Section 176 is reproduced below:

“176. Proxies — (1) Any members of a company entitled to attend and vote at a meeting of the company shall be entitled to appoint another and vote instead of himself; but a proxy so appointed shall not any right to speak at the meeting:

Provided that, unless the articles otherwise provide:

(a)       this subsection shall not apply in the case of a company not having a share capital;

(b)     a member of private company shall not be entitled to appoint more than one proxy to attend on the same occasion; and

(c)       a proxy shall not be entitled to vote except on a poll.… Read the rest

Abey Francis

Application of General Rules of Law of Contracts to Life Insurance

A contract of insurance is a contract of utmost good faith technically known as uberrimae fide. The doctrine of disclosing all material facts is embodied in this important principles, which applies to all forms of insurance. The Proposer, who is one of the parties to the contract, is presumed to have means of knowledge, which are not accessible to the insurer, who is the other party to the contract. Therefore, the proposer is bound to tell the insurer, everything affecting the judgement of the insurer. In all contract of insurance, the proposer is bound to make full disclosure of all material facts and not merely those which he thinks material.… Read the rest

Abey Francis