Company Law Section 14 of the Companies Act 1985

All operations within an organisation must be viable through legislation. Legislation often constrains just how much information an organisation can have and the manner in which it can be used. Legislation exists to protect both employee and employer from unfair conduct. Legislation is a law which has been produced by the government. Legislation exists to authorise access to particular files, to sanction individuals who do not abide by guidelines set, to restrict how much information can be given, etc. For example, employees must have a formally written contract of employment prior to commencing work with a company. It protects employees against unfair dismissal and states that a redundancy pay must be paid if the

Although courts are reluctant to hold an active shareholder liable for actions that are legally the responsibility of the corporation, even if the corporation has a single shareholder, they will often do so if the corporation was markedly noncompliant, or if holding only the corporation liable would be singularly unfair to the plaintiff. The ruling is based on common law precedents. In the US, different theories, most important "alter ego" or "instrumentality rule", attempted to create a piercing standard. Generally, the plaintiff has to prove that the incorporation was merely a formality and that the corporation neglected corporate formalities and protocols, such as voting to approve major corporate actions in the context of a duly authorized corporate meeting. This is quite often the case when a corporation facing legal liability transfers its assets and business to another corporation with the same management and shareholders. It also happens with single person corporations that are managed in a haphazard manner. As such, the veil can be pierced in both civil cases and where regulatory proceedings are taken against a shell corporation.

D) Can a shareholder bring a personal action, and against whom – the company or the director- based on the facts of the question? Do you think there are grounds for a shareholder to bring derivative action? What remedies can be obtained both for personal and derivative action? (6+6+3=15 marks)

14. Under older common law, shareholders could sue a company that conducted business beyond the scope of its articles. These actions are called ______.

Your honors, this case is about the fundamental right of shareholder protection. The right of a small businesswoman to pursue her goals and not be punished for her initiative and contribution that is so essential to American business. That is the right

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.

Smith should have disclosed his share information with the board of directors and voted in favor of Johnsons Skyhooks Limited. Being a board of director of a competing company, he failed to execute his duty in good faith with best interest of the corporation. According to the act, he should be fined up to 5000$ and can go to jail for at least six months.

Bennett, 47 N.Y.2d 619 (N.Y. 1979) states, “the responsibility for business judgments must rest with the corporate directors; their individual capabilities and experience peculiarly qualify them for the discharge of that responsibility.” In other words, the court will allow some leeway in their corporate decisions due to their background and experience so the business judgment rule will apply. This case presents a three-person select committee that serves on behalf of the entire board of directors to handle special litigation for this corporation. A shareholder’s derivative action was brought against four of the board of directors in which this special litigation committee decided to terminate it. The shareholder’s felt this was unfair since the three-person committee is not a full representation of the board and the shareholders therefore, they should not be able to make those decisions. The three-person committee is unaffiliated with the 15 member board to keep decisions of the corporation fair. The court of appeals found no evidence proving the three-person committee was not unable to represent the full board and is protected by their decisions under the business judgment

Breaches of s180-184 of the Corporations Act 2001 (Cth), and Breaches of Common Law and Equitable Principles

1. Consider Dunlap’s statement on page 3 of the case: “Stakeholders! Every time I hear the word, I ask how much did they pay for their stake? There is only one constituency I am concerned about and that is the shareholder primacy? Do you agree or disagree with Dunlap’s view of shareholder primacy? Explain

The concept of a company being a separate legal entity is the most striking illustration in separating the company from its owners. A paramount principle of corporate law is that no shareholder or member of a company is made liable for the obligations incurred by such incorporations A company is different from its members in the eyes of law. In continuations to this the opposite also holds true in the sense that neither can the company be held liable for the acts of its members. It is a fundamental distinction that a company is distinct from its members.

This act came into action because of three main reasons ; firstly to revoke the special partnership provision (Part II) of the Partnership Act 1908; Secondly to create modern rules which are simple and similar to internationally recognized limited partnership in use overseas and thirdly to allow the development of venture capital industry of New Zealand. By bringing this law into action New Zealand lines up with similar regime in Australia and United Kingdom. The new law simplifies the registration requirement, as compared to the formalities required by the old law, which gives great flexibility in the rules of governing self management that in case with companies whilst at the same time adopting many rules drawn from the company and partnership law. It evidently states the point to which investor can contribute in management

“A proper balance of the rights of majority and minority shareholders is essential for the smooth functioning of the company.”- Explain & Illustrate? 1. Introduction:

Foss v Harbottle case was a foundation of development of derivative action that enables a minority shareholder to bring a legal action in order to recover from a wrong done to the company. Two principles, so-called Foss v Harbottle rule, were made to corporate law in related to a minority shareholder’s right. The first principle was the internal management rule preventing floodgates open to multitude actions by individual shareholders dissatisfied with operation of a company. Under the internal management rule, complaining on internal management by minority shareholders was taken by a board of directors. A decision for the complaint was also decided by the majority rule. The second principle was the proper

Barriers to Collaboration: A Review on the Impact of Companies Act 2006 [Type the document subtitle] [Pick the date] [Type the company name] pc   Table of Contents 1 Chapter 1: Introduction 4 1.1 Background to Study 4 1.2 Purpose of the Research 5 1.3 Research Aims and Objectives 6 1.4 Research Questions 6 1.5 Research Hypothesis 6 2 Chapter 2: Research Methodology 7 2.1 Introduction 7 2.2 Research Philosophy 7 2.3 Justification for choice of research philosophy– interpretivism 8 2.4 Research Approach 8 2.4.1 Deductive Approach – choice of research approach and justification 9 2.4.2 Mixed methods research 10 2.5 Research Design 10 2.6 Data Collection and Analysis 11 2.7 Sample size, method of data collection and justification 11 2.8 Ethical Issues 11 2.9 Validity and Reliability 12 2.10 Time Horizon 12 3 Chapter 3 - Literature Review 14 3.1 Introduction 14 3.2 The Company Act 2006 14 3.3 Shareholder Disputes 15 3.4 Informal Company Management 17 3.5 Barriers in Supply Chain Civil Industry 17 3.6 Collaborative Working and Conceptual Background 21 3.7 Managing Collaboratively 23 3.8 Main Contractor – Subcontractor Conflicts in Work Relationship 25 4 Chapter 4: Data Analysis and Interpretation 30 4.1 Quantitative Analysis 30 4.1.1 Shareholders’ Collaboration 30 4.1.2 Barriers to Shareholders’ Collaboration 32 4.1.3 Supply Chain collaboration 35 4.2 Comparison with Amendments made in Companies Act of India 48 4.3 Special Focus on Collaboration among Construction Companies 50