Page 10 - The Law of Difficult Meetings

The Law of Difficult Meetings

of Lords in the case of Carruth v ICI (1937) AC 707. The majority held that although generally a separate meeting of
a class should only be attended by members of the class, the presence in this case of shareholders of another class
was a matter relating to the conduct of the meeting which lay in the hands of the Chairman with the assent of
those persons who were properly present and constituted the meeting. It might have been better if the Chairman
had explained the position to the meeting and invited an expression of view before proceeding on the proposed
basis. However, even without this, as no objection was taken at the meeting, those present must be taken to have
assented to the meeting being so conducted and the resolution was validly passed.

There is sometimes doubt as to whether or not a particular class meeting is necessary on a particular item of
business. If there is a concern that the class might argue in future that they should have had a separate class
meeting, a practical solution is for a section of the meeting room to be roped off for that class and, on a vote on a
show of hands, special note can then be taken as to how the class voted.

It is important not to have anything other than short gaps between meetings in a series, as the mood can quickly
become restless, particularly if everyone has to wait for a full general meeting following the class meetings.

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