The Plaintiff as one of the founders and only Director in Uganda at the time of inception of the 1^st Defendant had a right to participate in the project.

The 2^nd and 3^rd Defendants breached their statutory duties as directors under Section 198 of the Companies Act to wit; failing to treat all shareholders equally, avoiding conflicts of interest and ensuring compliance with the Companies Act.

The 3^rd, 4^th and 5^th Defendants were fraudulent. Holding meetings with people who were not qualified (4^th and 5^th Defendants) and acting willfully with intent to deceive that the resolutions that came out of those meetings were lawful knowing very well it would cause financial loss to the Nominal Defendant and bringing gain to the 3^rd, 4^th and 5^th Defendants amounted to fraudulent conduct.

The failure to account by the Plaintiff was caused by the conduct of the 3^rd Defendant in labeling her as a dealer of drugs and human trafficking.  The freezing of her accounts with amounts worth US$ 8,000,000 for alleged non-accountability was without foundation and illegal.

Since the issue of accountability had been dealt with, the claim under the counterclaim of US$ 8,000,000 was with no foundation and was dismissed with costs.

The corporate veil of the 2^nd and 6^th Defendants was lifted to allow the Plaintiff realise remedies against the Shareholders and Directors.

• Conclusion

Court in this decision reaffirms a number of key principles under the Companies Act including but not limited;

The duties of company directors, notices before company meetings, those entitled to attend company meetings, those entitled to pass board resolutions, lifting the corporate veil, derivative actions, shareholder participation in affairs of the company.

Should you require more information on this article, please do not hesitate to contact our own;