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Guinness Plc v Saunders [1990]

Facts

  • A former director of the recently taken-over Guinness brand was paid a £5.2 million sum as a bonus
  • The bonus was authorised by a committee of directors
  • The articles of association provides that the whole board must consent to such a bonus

Issue

  • Could the bonus be retained?

Decision

  • No

Reasoning

  • Breach of fiduciary obligation based on terms set out in the company’s articles of association, which could not be overruled
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