... conferred upon them in the articles of association. However, under s.35(3) of the Companies Act 1985 (CA 1985), such actions can be ratified by resolution. Such voting is made on the basis of majority rule. However, it is possible that those who have done wrong, also have the power to ratify their actions, which may even be to the detriment of minority shareholders. This has the effect of leaving minority shareholders in a possible position of having their interest reduced, but having no course of action against the majority. But it must be recognised that the interference at every decision from minority shareholders is not conducive to effective management. Nevertheless, there will be some circumstances that warrant intervention. In Foss v. Harbottle , two shareholders brought a case against the company's five directors and others, alleging that the property of the company had been misapplied and wasted and certain mortgages improperly given ...

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