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of making by its articles an "omnibus" delegation
of its powers to its directors.
(iv) The position then would be that the company would
have all the powers of a natural person, and that
these powers (with the usual statutory exceptions,
which are not material for the present purpose) would
be exercisable in their entirety by the directors.
(v) Would not this state of affairs place too much power
in the hands of the directors? Present complaints
regarding the state of company law are often to the
effect that shareholders should be given greater
and more effective control over the activities of
directors. From this point of view the omnibus
delegation to the directors of all the powers of
a natural person conferred on the company by the
proposed legislation would seem to us a retrograde
step.
(vi) Moreover, would not investors and creditors and the
public at large justifiably wish to know what
activities the company was pursuing or presently intending
to pursue within the ambit of its all-embracing powers
of a natural person, and to have some particulars as
to existing or proposed activities in some public
document available for inspection?
(vii) Once it is accepted that some limit is to be set
upon the extent of the powers delegated to the
directors, how is it to be done? The Cohen
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