The short answer in England is no, it isn't clear, see Lord Scott at para 29.

Criterion involved a 'poison pill.' The claimants entered into a partnership agreement with the defendants. Under the agreement a new company was created which both parties held shares in. By a separate agreement it was purportedly agreed that the claimants granted the defendants a 'put option' under which the claimants would be obliged to buy the defendant's shareholding in the new partnership company if one of two specified events occurred. The specified event were a change in control of the claimants or one of the two directors signing the agreement being dismissed. The financial consequences of the 'put option' being exercised would be very serious for the claimants. The poison pill was, obviously, designed to deter a hostile takeover but would also inhibit or prevent the dismissal of the directors who signed.

One of the two directors was dismissed, possibly because of his having agreed to the put option, and the claimants sought a declaration that the put option was unenforceable because of a lack of actual or apparent authority on the part of the directors who signed the agreement to have made an agreement which was patently not in the best interest of the company.

For what it is worth, I think that general agency principles determine whether the directors had actual or apparent authority to enter into a transaction which patently furthered their own rather than the company's best interests. I don't think they did and section 35A of the Companies Act 1985 (which is more restrictive than the Canadian provision) would not alter this.

Robert Stevens
Barrister
Fellow and Tutor in Law
Lady Margaret Hall
Oxford University