The ultra vires's modern life: the powers' sources (the Act, the memorandum-and-articles, the meeting's delegations) — the director's duty to act within the granted powers and for theirproper purpose: the purpose's doctrine (the power's exercise for the end it was given — the
classic's lore: the share-issue to defeat a takeover (the purpose's abuse); the borrowing's-and- guarantee's caps); the third parties' protection (the indoor-management-and-turquand's faces — the outsider's contract protected unless the knowledge's red flag (LAW5404's authority doctrine — the Tara Prasad Lamichhane case's cross-reference)); and the shareholders' ratification's possibility (the intra vires-but-improper acts' cure by the proper majority — the limits where the minority's rights bite (Unit 4)).