170. Consent, Approval Or Authorisation By Members
(1) In a case where–
(a) section 165 (duty to avoid conflicts of interest) is complied with by authorisation by the directors, or
(b) section 167 (duty to declare interest in proposed transaction or arrangement) is complied with,
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.
This is without prejudice to any law or regulation applicable to the Abu Dhabi Global Market, or provision of the company’s constitution, requiring such consent or approval.
(2) The application of the general duties is not affected by the fact that the case also falls within Chapter 4 (transactions requiring approval of members), except that where either of those Chapters applies and–
(a) approval is given under the Chapter concerned, or
(b) the matter is one as to which it is provided that approval is not needed,
(3) Compliance with the general duties does not remove the need for approval under any applicable provision of Chapter 4 (transactions requiring approval of members).
(4) The general duties–
(a) have effect subject to any rule of law enabling the company to give authority, specifically or generally, for anything to be done (or omitted) by the directors, or any of them, that would otherwise be a breach of duty, and
(b) where the company’s articles contain provisions for dealing with conflicts of interest, are not infringed by anything done (or omitted) by the directors, or any of them, in accordance with those provisions.
(5) Otherwise, the general duties have effect (except as otherwise provided or the context otherwise requires) notwithstanding any rule of law applicable in the Abu Dhabi Global Market.