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Fiduciary Duty of Directors

Ferguson v. Wilson, (1866) 2 Ch App 77: 15 LT 230

ISSUE:

Whether the agreement that had been made between the shareholders and the company's directors could be specifically performed?

RULE:

The firm cannot function as an individual without the directors acting as its agents. The directors are the company's hands and faces, they establish the principles for its operations.

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