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The reform of the ultra vires rule.
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Journal of Business Law 1987 THE REFORM OF THE ULTRA VIRES RULE Brenda Hannigan. Keywords: Company law; Ultra vires Abstract: Prentice report. *173 For much of the hundred odd years of its existence discussion of the ultra vires rule has centred on its abolition, a step urged by the Cohen Committee [FN1] as long ago as 1945. It was, the Committee found, an illusory protection for shareholders, a pitfall for unwary third parties and a cause of unnecessary prolixity and vexation. [FN2] Notwithstanding these complaints, few problems arose over the years, for there developed a variety of methods of avoiding the rule and giving a company the unrestricted capacity it wanted. The draftsman showed the way with the use of independent [FN3] and subjective [FN4] objects clauses which, together with the courts' willingness to imply powers [FN5] and the listing of every conceivable object, ensured that few companies were restricted in their activities. The courts...
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