Hampton Park Pty Ltd (HP) Synopsis. In the case study of Hampton Park Pty Ltd (HP) has four directors; William (Managing Director); Susan, Jack and Gail (Non-executive directors). As HP’s financial position begins to deteriorate, George, the Chief Financial Officer of the company advises the accounts still show a profit and the company would have a solid base to pay out a dividend to its members. In July 2010cHP’s financial state worsens however George declares a technical profit and advises HP can still declare the dividend. June 2010 there was a change in the law for the declaration of dividends however George did not find out about this until late September 2010, the same time the board signed off the financial reports and therefore …show more content…
In the case Vrisakis v Australian Securities Commission10 it is stated that “a director is expected to attend all meetings unless exceptional circumstances such as illness or absence from the State prevent him or her doing so”. Following this precedent, Susan has breached her common law and statutory duties by failing to attend meetings especially before HP became insolvent. Under section 198D, it states that, “Unless the company’s constitution provides otherwise, directors may delegate any of their powers to a committee of directors, a single director, an employee of the company or any other person. 11 Under s190(1), it states that “ If the directors delegate a power under sect 198D, a director is responsible for the exercise of the power by the delegate as if the power had been exercised by the directors themselves.”12 Susan has delegated her power to run the company to William, and if William had any questions he would let her know. There was still a business relationship between the two and therefore Susan will face the same charges as the other directors would. Now knowing the whole story, facts and law precedents, the remedies for breaching section 180-183 of the corporations act is a civil penalty provision: s 1317E13. Under ASIC, the penalty for breaching a director’s duty of care is a court order that the director be disqualified from managing corporations.14 George and William have
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.
In the case Pastizzi Café Pty Ltd v. Hossain (No 4) NSWSC 808 (28 July 2011) there is a relatively straightforward conflict involving five principals (three individuals and two corporate entities) in which a number of legal issues come to the fore. Briefly, the events in question occur over the span of nearly five years and involve a partnership between Deborah Ross, Leonard Ross and Miraj Hossain to own and manage Pastizzi Café Pty Ltd. Though the case is straightforward, the events are somewhat convoluted--in sum, Ms Ross is guarantor of the start-up costs and in April 2007, Ms Ross and Mr. Hossain receive $1 share in the new company, Mr. Ross, for other legal reasons, does not receive a share (Pastizzi Café v Hossain, 3,4). Eventually, Mr. Hossain and his company, Talukder Enterprises Pty Ltd make the claim that Mr. and Ms Ross are making all management decisions, but that this is illegal since he argues that Mr. Ross is not a partner, shareholder or director. Mr. and Ms. Ross vehemently disagree. (Pastizzi Café v Hossain, 4, 5). Further, Mr. and Ms Ross argue that Mr. Hossain agreed in a meeting on 12 November 2010 to sell his third of the partnership, and there arose a question as to the value of the business. (Pastizzi Café v Hossain, 5). On February 7, 2011, Mr. Hossain locks both Mr. and Ms. Ross out of the restaurant and establishes his own business on the property. Both sides seek damages.
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.
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 order to prove the breach of section 184, the following rules and duties must have been violated. A director commits an offence if they are reckless or intentionally dishonest, and fail to exercise their powers and discharge their duties in good faith in the best interests of the corporation or for a proper purpose .As mentioned earlier Mr Palmer was reckless in decision making by waving loans and using the company assets for private benefits and the company suffered had to go in voluntary administration. The second offence that needs to the violation of section 184 is that when a director commits an offence if they use their position with intentional dishonesty or recklessly in order to directly or indirectly gain an advantage for themselves, or someone else, or cause detriment to the corporation. Mr Palmer acted as a shadow director and his nephew agreed with all the decisions the corporation made such as political donations and transferring funds to another firms owned by Mr Palmer that caused detriment to Queensland Nickel. The third offence is a person who obtains information because they are, or have been, a director of a corporation commits an offence if they use the information with intentional dishonesty or recklessly. As
Bang! Bang! “At that instant several gunshots, which sounded like thunder striking the tin-roofed houses, took over town. The sound of guns was so terrifying it confused everyone” (Beah 23). In A Long Way Gone, Ishmael Beah conveys his amazing journey through war and hardship as a child soldier. Sierra Leone--a country on the western coast of Africa--was embroiled in a bloody civil war in the 1990’s. Battles multiplied as bloodshed abounded and as a child in Sierra Leone Ishmael Beah was forced to survive, find food, and face unimaginable dangers. Running from the battle front was also a routine ordeal. At age 13 Beah was captured by the military and brainwashed into using guns and drugs. As a child soldier he perpetrated and witnessed a great deal of violence. At 15 he was rescued and taken to a rehabilitation center. With time and continual treatment, Beah was able to recover, to some extent, and reconnect with his Uncle Tommy who adopted him. He was later chosen to speak to the United Nations in New York City about his experiences as a child soldier. When he returned to Sierra Leone, war broke out throughout in the city where he lived, causing many deaths including his Uncle Tommy. Eventually Beah escaped Sierra Leone and he managed to reach New York City, where he began a new life. Through Ishmael Beah’s book A Long Way Gone, he conveys a central theme of having to survive, at a young age, through the hardships of war with the use of imagery.
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
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.
Title III of the Sarbanes-Oxley Act is Corporate Responsibility. It creates many new obligations for CEOs, CFOs, and other senior executives. Title III requires that CEOs and CFOs must certify that they have reviewed annual as well as quarterly reports and that they contain no untrue information, material omissions, or misleading information. CEOs and CFOs are now responsible for establishing and maintaining internal controls, plus reviewing their effectiveness within 90 days prior to financial reports. They must disclose any deficiencies or possible fraud. The CEO and CFO are required to give back any bonuses or sale of company securities, if the company must restate financial statements due to material noncompliance or misconduct. High-ranking executives are also now banned from trading company securities during pension fund blackout periods. Lawyers are now required to report any evidence of violations of securities law or obligations to either the CEO of the company or chief legal counsel. If a person violates the law and their conduct demonstrates an unfitness to serve, he or she can be banned from being an executive of a company (Sarbanes-Oxley).
This case is related to the duties of directors of a company. The duties breached by them in a non-profit entity. This action brought by the ASIC( Australian securities and Investment Commission) towards non-executive chairman, the chief executive officer, the chief financial officer, and five other non-executive officers of the Centro Properties Limited.
As per given case, Simone is an overseeing executive of Youth Unlimited and needs to expand piece of the overall industry of organization. Simone assembles another organization with Taina and pushes the offer of that organization instead of Youth Unlimited ltd. One client caught Simone on in the act when Simone gets lost from his own particular organization's items on the grounds that he knows her. For this situation, Simone ruptures the obligations and takes commission from Youth Unlimited. He sue against Simone to corporate controller, ASIC.
PART B Question 1 Ben is a graphic designer and shareholder in Snowzone Pty Ltd (“Snowzone”) a profitable graphic design company. He holds 200 of the 1,000 issued shares. The other 800 shares are divided equally between the other 16 graphic designers in Snowzone. Two of these other 16 graphic designers are the directors of the company. Ben did not support the election of these directors but a majority of the other shareholders voted for them. The company has paid dividends to the shareholders from time to time but not for the last 3 years. Snowzone uses computer hardware supplied by Nicola Pty Limited. The 2 directors of Snowzone, Larry and Ron, are in fact shareholders in another computer hardware supplier, Zabriski Pty Limited, and they, together with some of the shareholders of Snowzone favour a change in the hardware supplier to Zabriski Pty Limited. The directors accordingly call an extraordinary general meeting so that the shareholders can vote on a change of the hardware supplier. Ben has consistently voiced his opposition to a change to Zabriski Pty Limited. Ben has also recently begun
As mention above, TBL not only focusing on the financial return from its investments, financing activities and operating activities but also the environment and social value they has been added/destroyed. It’s considered as successful guideline for organizations which are expected to participate in ethical dialogue with stakeholders to make business decision that will benefit the economy as well as society improvements and planet.
Helen was the most beautiful in the ancient Greek world. she was the daughter of god Zeus and Leda, as well as she was Queen of Sparta. Due to her beauty every suitors want to marry her. Many suitors came from different parts of ancient Greece and fight for her. They all took an oath that Helens father decision would be final for the marriage and that warrior would be protected by all other suitors for rest of his life. Menelaus, the king of Mycenaean was decided by her father for marriage with Helen. According to Homeric Iliad, Helen was a women wallowing in sorrow for all men who sacrificed their lives in the tragic war of Troy. Due to the game plan by all gods, she was the only lady that cannot escape from this huge tragedy occurred in ancient time. She was helpless and was stuck in this war. Helen was center of Trojan war due to her beauty all the warriors were behind her and everyone wanted to marry her. the main reason for her fate for god was that Aphrodite promised prince of Troy, Paris to give the most beautiful women in the world, Helen as a reward for golden apple. Though she knew Helen was marry with Menelaus, she promised to give her to Paris. So, Helen was feeling shameful herself . she feels that her life is not hers but was played by the god. There were many incidents in Homeric Iliad where audience pity for Helen. We as a reader feels that Helen was an Innocent women who`s beauty forced to be in the situation. she do not want
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: