Discuss (b) Re Smith & Fawcett

The company's government: the shareholders' sovereignty (the general meeting — the capital's democracy) and the board's management (the directors — the day-to-day's delegation), the officers' execution (the MD/CEO-and-secretary's world — Unit 6) — the powers' constitutional distribution in the memorandum-and-articles (the internal constitution) and the Companies Act 2063's architecture. The doctrine's anchors: the acts of management belong to the board (the meeting's residual powers: the big resolutions of Unit 2); the division's breach-cases (the meeting usurping management; the board usurping the shareholders' reserved decisions — the fundamental-changes' class). The personality's foundation — Salomon vs. A. Salomon &Co. Ltd. [1897] A.C. 22 (H.L.) (the prescribed classic): the company a separate legal person, distinct from its members — the incorporation's certificate as the legal birth; the shareholder's limited liability; the "separate person" as the whole corporate law's platform (LAW5404's opening case, deepened here: the board governs because the company — not the shareholders — is the person).