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14.4
provisions to give rise to that fact and that
his failure to do so was in all the circumstances
reasonable.
(3) The foregoing provisions of this section do not
affect any liability to a company incurred by its
directors by reason of their having caused the
company to enter into a transaction which was
not within its capacity or by reason of their
having otherwise exceeded their powers.
(4) References in this section to a company's
memorandum or articles include references to
any document to which section 117 applies.
(5) The court may, on the application of any
member or holder of debentures of a company,
restrain such company from doing any act or
thing which the company has no power to do.".
For
This proposed new section was criticised in principle and in
detail by a number of professional and business organisations.
example, the Law Society of Hong Kong said inter alia:
....
we consider that the Bill should be amended to provide for a
company to have all the powers of a natural person, for all of such powers to be exercisable by the Board (except for those specifically provided by statute to be exercisable only in some other way) and for
the company's articles to be able to contain specific restrictions or
limitations on the directors' powers (in addition to those imposed by
statute) but for the breach of any such non-statutory restrictions or
limitations only to give rise to a claim against the directors in
question rather than invalidating the relevant dealing by the company.
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