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Chapter 9

 It should be noted that even under these provisions, there is nothing to stop a
member from acting to restrain the directors from entering a transaction that is
beyond their powers (s.40 (4)).

 Where, however, the third party to the transaction is also a director of the
company or a person associated with a director, the transaction becomes
voidable at the company’s instance (s.41 CA 2006).

 Moreover, the third party director or associate, and any director who authorised
the transaction, is then liable to compensate the company for any profit made
or to indemnify the company for any loss or damage arising, whether the
company chooses to avoid the contract or not.

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