markrampthekash10 Apr 2012 11:39
I am not an expert but it may be worth checking out the Companies Act 2006.
In particular section 239:
S239 The shareholders' ability to ratify any conduct of a director (including breach of duty, negligence, default or breach of trust) is regulated by the statute
and
SS261-3 The Act gave shareholders a statutory right to pursue claims against the directors for misfeasance* on behalf of a company (a derivative action), although the shareholders need the consent of the court to proceed with such a claim.
*Misfeasance is to take inappropriate action or give intentionally incorrect advice