| 释义 |
power to sue
The authority by which a legal person can institute legal proceedings. In the case of a company, where there is a wrong done to the company, the company is the proper person to act against the wrongdoer (Foss v Harbottle (1843) 67 ER 189). However, the organ of the company that is empowered to exercise that function will depend on the company’s constitution. Under the model articles of association contained in schedules 1-3 of the Companies (Model Articles) Regulations 2008, the power is vested with the board of directors, which may, as a matter of management, decide not to sue. However, under the same model articles, the general meeting can intervene by passing a special resolution. Alternatively, the general meeting can use a residual power to commence proceedings where the board is unable to act (Alexander Ward & Co Ltd v Samyang Navigation Co Ltd [1975] 1 WLR 673 (HL)) or can act as the decision-making body where the directors are themselves the wrongdoers. |