Corporate law question answer hint<\/p>\n
Question no.1 hint<\/p>\n
Director\u2019s duties<\/p>\n
Duty of care skill diligence section 180<\/p>\n
Case applied \u2013 (a) AWA v Daniels<\/p>\n
(b) Daniels v Anderson<\/p>\n
Discuss the court of appeal decision what must directors do to comply with their duty? List the things Explain difference between executive and non-executive directors<\/p>\n
Is the duty the same for both?<\/p>\n
Format letter<\/p>\n
Dear ASIC<\/p>\n
The purpose of this letter is to advise whether there have been any breaches of corporation ACT 2001 (cth)<\/p>\n
1st well tells us who are director 3 managing director executive, non-executive director. Explain who owes director duties. Common law-duty of care skill of diligence. Brief explanation \u2013 s180(1) (business judgement rule as a defence\u2026\u2026..), Duty of care, skill and diligence. (Don\u2019t write in IRAC form. This is your research part)<\/p>\n
Conflict of in-front<\/p>\n
Common law + Section 182-183 <\/p>\n
Relevant case<\/p>\n
Duty of disclosure (Public Company)<\/p>\n
Remedies (Common law, Civil + Criminal law)<\/p>\n
Breach of director\u2019s duty (Conflict of interest)<\/p>\n
Breach of fiduciary duties <\/p>\n
In last part of letter <\/p>\n
You have good reasons to take action against these director and to seek remedies as discussed<\/p>\n
Question no.2 hint<\/p>\n
Issue <\/p>\n
What Rodney\u2019s legal remedies<\/p>\n
Rules<\/p>\n
Directors duties, Discuss the common law and section dealing with director taking a corporate opportunity refer to a case with IDENTICAL FACTS.<\/p>\n
Removal as directors (pty co, rule)<\/p>\n
Discuss remedies \u2013 majority shareholder are wrong does who will not bring action.<\/p>\n
S-232<\/p>\n
S-236 (Statutory derivation action)<\/p>\n
Most common examples of Conflict of interest <\/p>\n
Diversion of business opportunity. Green V bertobell Industries pty ltd (1982) 1 ASIC 1.Cook V Deeks {1916} 1 AC ssaMisuse of company funds :- Paul A Davies (aust) pty ltd V Davies<\/p>\n
Secret profits:-Regal (Hastings) Ltd V Gulliver<\/p>\n
Member remedies, directors\/ Majority stakeholders Vs members minority shareholders<\/p>\n
Statutory remedies<\/p>\n
The minority oppression remedy: S232 (empower the ASIC and any member of the company to apply to the court\u2026.) What oppressive means eg of oppressive \u2013Exclusion from management : Fenuto pty Ltd Vs Bosjak Holding pvt Ltd.<\/p>\n
Derivate action : S236-237<\/p>\n
Unlikely the company itself will bring action<\/p>\n
Serious question<\/p>\n
Statutory injunction : s1324<\/p>\n
Winding up the company : S461<\/p>\n
Directors act in their own interest<\/p>\n
Application<\/p>\n
What have lily and morris done wrong?<\/p>\n
Bonus<\/p>\n
Cars<\/p>\n
Set up new company to direct business<\/p>\n
Personal action (s232)<\/p>\n
Rodney wants to protect $100,000.00<\/p>\n
Excluded from management <\/p>\n
He is affected shareholders. S233 remedy-winding up<\/p>\n
S236<\/p>\n
Rodney needs \u201cleave\u201d of the court<\/p>\n
Serious question to be tried<\/p>\n
Directors\/majority shareholders not likelyto defend company against wrong does.<\/p>\n
Can seek repayment to co, of bonuses profit from diverted contract.<\/p>\n
Can seek injunction to stop payment of bonuses.<\/p>\n
Conclusion<\/p>\n
Question no.3 hint<\/p>\n
Definition of solvency sec 95A,<\/p>\n
Section 95A of the corporation act 2001 (cth) states<\/p>\n
ISSUE<\/p>\n
Is the company insolvent, if it is, what must bill and bob do?<\/p>\n
RULE<\/p>\n
Insolvency definition<\/p>\n
A person includes a company\u2026\u2026..<\/p>\n
Under section 588G, a director has a duty to prevent insolvent trading.<\/p>\n
A director face civil and criminal liability for breach of section 588G. This can include civil penalties under subsection1317E(1)<\/p>\n
Reason why they were worried?<\/p>\n
Voluntary administration, winding up \/ Liquadition (the options available to the directors include)<\/p>\n
Liquidation is a drastic option-shouldn\u2019t be the 1st option if the company Is viable<\/p>\n
Sect 435A of the act states that \u201cthe object of {Voluntary administration} is to provide immediate winding up of the company.\u201d<\/p>\n
The aim is to rehabilitate the company s435A. 3 option —-s439C<\/p>\n
End the administration<\/p>\n
DOCA (Deed of company arrangement) explain<\/p>\n
Place company in liquataionWhat happens with voluntary administration<\/p>\n
Moratorium (explain)<\/p>\n
Director\u2019s guarantees<\/p>\n
Deed of company Arrangement or any other options<\/p>\n
APPLICATION<\/p>\n
There is no income just outgoing. This means the company is insolvent<\/p>\n
CONCLUSION<\/p>\n
They should appoint an administrator<\/p>\n","protected":false},"excerpt":{"rendered":"
Corporate law question answer hint Question no.1 hint Director\u2019s duties Duty of care skill diligence section 180 Case applied \u2013<\/p>\n","protected":false},"author":1,"featured_media":0,"comment_status":"open","ping_status":"open","sticky":false,"template":"","format":"standard","meta":{"footnotes":""},"categories":[],"tags":[],"class_list":["post-44373","post","type-post","status-publish","format-standard","hentry"],"yoast_head":"\n