Company Directors Of The United Kingdom : Annotated Bibliography

They are liable of facing the civil penalties as mentioned in part 9B of corporation act 2001. The Australian Securities and Investment Commission (ASIC) is the national body responsible for company registration and securities regulation in Australia. Under section 1317J(1) of the Corporations Act, ASIC can apply to the court for disqualifying the directors from managing corporations. Under section 206C of corporate act 2001, court possess a power to disqualify a person from managing affirm for a contravention of a civil penalty provision.

Farrar, J. (2008). Corporate Governance: theories, principles and practice. 2nd ed. South Melbourne, Vic: Oxford University Press

According to the pro and contra Section 203D and 203E of the Corporations Act as above, most judges and scholars agree that the procedure of removal directors as stipulated in the Corporations Act provides fairness treatment for the directors who may be removed. However, they still strongly argue whether the Section 203D is mandatory or not. Moreover, they questioned the existence of Section 203E since it eliminates flexibility for companies to make decision particularly in the emergency situation as explained above. Therefore, in order to provide broader perspectives about the relevancy of Section 203D and Section 203E, it is necessary to compare the procedure of removal directors in the Australian legislation with the

In many misfeasance cases against directors, those breaches maybe relatively uncontroversial. This draws into focus the question of whether the director has any common law or statutory defence, including the Duomatic principle and ratification by shareholders (CA 2006 S.239), available to a claim against him for restitution to the company. S.239(6)(a) preserves the Duomatic rule that if an informal unanimous consent is reached among voting shareholders, it is unnecessary to pass such ratification resolution through general meeting or written resolution. The first part will examine the scope and requirements of this rule to illustrate the validity of such assent. S.239(7) leaves the door open for rules of law, which refers to common law principles, to continue guiding ratification. It will be assessed how these rules impose limitations on the general ratification power conferred by s.239.

This research report documents the findings of an empirical study of judicial findings (of superior courts) relating to the duty to prevent insolvent trading. The duty to prevent insolvent trading is the most controversial of the duties imposed upon company directors.

According to UK Law, the directors should act in good faith in the interest of the company, and exercise care and skill in carrying out their duties. The Company Law Reform Bill (2005) defines, in section 154-161, the directors’ duties as follows:

To the extent of prevention of corporate failure, I argue that three ASX principles and recommendations could halt the demise of Dick Smith. Firstly, the 2nd principle which is “Structure the board to add value” by structuring the board with a majority of independent directors would prevent CEO dominance because some suggest that independent outside directors can reduce the influence of dominant individuals (ASX, 2014, p. 17). In accordance with Gallagher and Bennie (2015, p. 20), the independent directors are likely to focus on the company’s objectives and not to make decision relying on others. Furthermore, an addressing of independent directors would reduce the reliance on management, and create the effectiveness on monitoring (Dechow et al. 1996 cited in Christensen, Kent, and Stewart (2010)), as well as capability to lessen the conflict of interest between managers and shareholders (Hardjo & Alireza, 2012, p. 4). Thus, DSE’s board would be more active to monitor the CEO’s performances because independent directors pay attentions to the interest of company (Gallagher & Bennie, 2015, p. 20) and shareholders (Hardjo & Alireza, 2012, p. 4)

Equitable principles for directors were developed from fiduciary duties applied to trustees through common law. A director has a fiduciary duty to ensure that no conflict of interest exists between him and the company. This common law principle “the no conflict rule” was established in Keech v Sandford.7 Upholding this, Lord Cranworth LC held in Aberdeen Railway Co v Blaikie Bros,8 “And it is a rule….no one....shall be allowed to enter into engagements in which he has, or can have, a personal interest conflicting, or which possibly may conflict, with the interests of those whom he is bound to protect.” This principle was encompassed in the Companies Act 2006:

each of the non-executive directors are disqualified for 5 years from managing a company and are to pay a fine of $30,000 each, and

Section 184 of the Corporate Act, imposes criminal liabilities on directors, which covers situations where directors are reckless, intentionally dishonest and cause detriment to the company. Directors have a responsibility to their company and shareholders, which is to honestly believe that they are acting in the best interest of the company and for a proper purpose at all time. In s 184(1) of the Corporations Act, directors must always act in good faith and for the best interests of the company. The good faith and interest provisions are civil obligations as well under s 181 of the Act. However, a director or officer will be committing a criminal offence if he or

During 1979, Lofton built a good reputation on helping to provide staffing solutions so that companies can rely on to making their businesses more efficient, cost-effective and profitable. Mr. Thomas I. Lofton, who is the founder, spent more than fifteen years in human resources management in the chemical industry. Using his experience, he developed his own temporary help company as a way of establishing a large national company. The business has grown over the last 35 years to the largest locally owned, independent staffing and security company in Louisiana, boasting seven offices in Louisiana and three offices in Texas, with the corporate office located in Baton Rouge. In 2000, Lofton became completely independent and changed its name to reflect the entrepreneur who began their business. Lofton is a family owned business, now in its second generation of ownership by Tommy Lofton 's sons, Bret and Bart Lofton, who were named Co-Presidents in 2002.

Provision B.1.1 states “The Board should state its reasons if it determines that a director is independent notwithstanding the existence of relationships or circumstances which may appear relevant to its determination, including if the director: has received or receives additional remuneration from the company apart from

To begin in advising Ann, it is important to distinguish between the different options she may have as a company director and as a shareholder in Clippers Ltd. It is also important to remember that Bob is also a director and a shareholder. Therefore, there are two discreet issues here: would Ann be able to remove Bob as a Director (this option will not remove Bob as a shareholder). Alternatively, Ann may wish to petition for a winding up of the company, Clippers Ltd as the basis to firmly end Bob’s involvement in Clippers. However, this option is likely to raise considerable debt issues in relation to the rights Mo will have for the return of her investment and the money owed to Dry Ltd.

There is no clear framework of the rules that would cover the contingencies of a ruling to pierce the corporate veil Idoport Pty Ltd v National Australia Bank Ltd. The corporate Veil usually protects owners and shareholders from being held liable for corporate duties. Yet again a decision made by the court to lift that veil and would place the liability on shareholders, owners, administrators, executives and officers of the company without ownership interest. The purpose of this essay is to conduct an analysis on the concept of lifting the corporate veil and to review the different views on its fairness and equitability to present a better understanding of the notion, the methods used was throughout researching the numerous scholars views on the subject, case law and statutes examples, and the evidence provided by the empirical study of Ramsay & Noakes. When we discuss the lifting the corporate veil the first case that pops out is the case of Salomon V A. Salomon & Co Ltd, since the decisions of applying the corporate veil were first formed as a consequence of this case. The idea covers all of company law and distinguishes that a company is a separate legal entity from its members and directors. Furthermore, spencer (2012); have indicated that one of the core principles that followed the decision in Salomon v Salomon was the wide acceptance one man company’s. However In order to form a

There are several issues confronting A in this scenario, and the specific advice to be given depends on certain details not stated in the case. As a significant (presumably 10%) shareholder in the company and as the appointed managing director, it is likely that A was within his stated rights in purchasing a Mercedes Benz as a company car, even for his personal use; his claim on the car would terminate along with his employment in the firm (without regard to his status as a shareholder), and according to prior case law the director of the company is entitled to do anything the company is entitled to do unless explicitly prohibited (and even then, others outside the company are entitled to presume in most cases that the director is acting with proper authority) (Singh, 1971). B, C, and D, on the other hand, are likely not entitled to make travel purchases (which do not provide the company with any assets in the way that a car does) and quite possibly are not entitled to make purchases without cosignatories at all, as they are not the managing directors of the firm. If B, C, and D had been authorized to make such purchases in the company's name before, however, case law asserts that the travel agent is entitled to presume that they were authorized to make the current purchases, and the company will have to honor those purchases (Royal British Bank v Turquand [1856] 6 E&B 327; Freeman