Section 180(1)

In a case where— the transaction or arrangement is not liable to be set aside by virtue of any common law rule or equitable principle requiring the consent or approval of the members of the company. section 175 (duty to avoid conflicts of interest) is complied with by authorisation by the directors, or section 177 (duty to declare interest in proposed transaction or arrangement) is complied with, This is without prejudice to any enactment, or provision of the company's constitution, requiring such consent or approval.

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Source: legislation.gov.uk · retrieved 2026-09-04