In English company law, a Bushell v. Faith clause is a mechanism by which a company's directors can seek to prevent themselves from being ousted by the other directors or the shareholders, thus ensuring some form of enforced cohesion; however, it is a rather inelegant and heavy-handed way of doing so. On the plus side, it's proven, and simple.

It works like this - it's a clause to be inserted into the special articles of the company that provides that, if a director is to have their directorship stripped from them, when voting on this motion in general meeting, the director in question will have their votes weighted by a factor of great enough magnitude that the other shareholders cannot get the requisite majority in the meeting to pass this motion. Here's an example - suppose I, The Debutante, Andrew Aguecheek and Sam512 owned a company, Noders Ltd, and each of us were directors and owned 25% equity (and thus 25% of the voting rights) each. Now suppose that Sam committed an inexcusable cockup, I don't know, he sent the company's cash backwards in time to the Lower Devonian or somesuch, and we others wanted to oust him. To do this, we'd normally just vote on it and he'd be gone by a 75-25 majority. But if there was a Bushell v. Faith clause, Sam's vote would be multiplied by ten, and so he'd crush the motion 250-75.

The problem with this arrangement is, though, if it becomes in the best interest to actually get rid of that director. In which case you're a bit stuck. So in a way it's sort of like legal duct tape - very useful and flexible, but a bastard to get rid of...


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