Where a company's articles vest management in the directors and provide for the general meeting to appoint additional directors, a deadlocked board does not give rise to a general reserve power in the general meeting to make management decisions such as commencing litigation. The reserve power is limited to reconstituting the board by appointing additional directors. Marshall's Valve Gear Co Ltd v Manning Wardle & Co Ltd should not be relied upon as authority for the proposition that the general meeting can commence proceedings where directors fail to do so.
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