“The Board of Directors are the brain of the company, which is the body and the company can and does…

The classic statement that “the Board of Directors are the brain and the only brain of the company, which is the body, and the company can and does act only through them” was expressed by Neville J. in Bath v. Standard Land Co. Ltd. ([1910] 2 Ch 408). Because an incorporated company is an artificial juristic person without a physical mind or body, the organic theory of company law treats its Board of Directors as its directing mind and will through which the company acts. The remark comes from Neville J.’s judgment and not from any of the other decisions listed.