The Law Determining Who Is A De Facto Director Essay

Appendix A.2 also lists several factors that could provide opportunities for management/employees to commit fraud. One factor that could lead to fraud is if, “There is ineffective monitoring of management as a result of: domination of management by a single person or small group without compensating controls.” The auditors should have taken notice of the lack of controls and segregation of duties with respect to Phar-Mor’s

If board of directors decides to rectify previous frauds, they would investigate into the event, take appropriate legal action against people involved and disclose previous frauds with the previous and current year financial statements. If they decide to cover-up their fraudulent practices; they may warn me to stay out of this business or threaten to dismiss me. Both decisions would have differing effects on external stakeholders.

Directors should be investigated if there should be suspicions that they are not independent. (strydom, 2014)

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)

While they have arrangement and discharging control over the directors of the enterprise, shareholders in expansive organizations, for example, the criminogenic Shell, Exxon, Occidental Petroleum, Union Carbide, Dow Chemical, Ford Motors, La Roche-Hoffman, BHP, A.H. Robins, General Electric, Johns-Manville, James Hardie, all enterprises whose disregard and willful dismissal of surely understood norms of conduct has brought about shocking mischief, have minimal impetus to guarantee that these supervisors carry on legitimately. This happens because financial specialists who don't lawfully own the property of the company used to do any harm, they have no individual legitimate obligation regarding any such damages brought about by the misapplication of that property. The rich shareholders who are continually telling the riches less and poor people to be responsible and in charge of the route, in which they act and live, are, in law, unreliable for the (regularly detestable) behavior of their companies. It deteriorates the

The appointment of independent directors became very necessary, as shareholders looked for a way by which management became more responsible and accountable, and as such; the need for independent directors, who would not only checkmate the excesses of the board of directors, but also have the interest of the company and the shareholders at heart.

In this article, Mary Jo White, the chairwoman of the Securities and Exchange Commission, emphasized their crucial duty to protect shareholders from abusive practices they oversee. A good corporate governance and rigorous compliance are essential. However, ‘ethics and honesty’’ can become core corporate values when directors and senior executives embrace them. A recent academic study suggests that lax oversight can result when a director of a company is friendly with the chief executive overseeing it.

One of the recommendations is to ‘strengthen the laws governing the disqualification of directors of companies, allocate more resources to detection and prosecution of offenders, change public and judicial attitudes to acknowledge the seriousness of this type of white-collar crime, improve information flows between regulators, and enact laws to allow the freezing of assets over which a company has a claim’ . In response, the ATO established the Phoenix Project’ based on the main idea of 1994 VPLRC report, which allocated more staff to work with other agencies to address the phoenix problem . However, the provisions of director disqualification were established in 1999, but not significantly strengthened. The report also recommended legislation to restrict the use of business names similar to those of the failed corporation, based on legislation in the United Kingdom . This recommendation is the fundamental conception of the Similar Names Bill which is published in

Companies hire directors to act on their behalf and manage the corporation based on their values and organisational culture. Directors are individuals who are appointed to act in the corporation’s best interest. They are given the responsibility to manage the company and also the authority to exercise power in order to run the organisation efficiently and effectively. There are some cases where shareholders may revoke

Fraudulent, erroneous, and illegal acts committed by a public company, usually at a managerial or executive level, have been a very serious problem for many years and have prompted development of strict and updated regulations, such as the Sarbanes-Oxley Act, in an attempt to prevent these occurrences. Unfortunately, these new or updated regulations are not enough to prevent these acts from happening, thus not alleviating the auditors of their responsibility to detect fraud. Some methods that management and auditors can employ to prevent and detect fraud, errors, and illegal acts are: improving knowledge, improving skills,

The first section of this essay focuses on the possible causes of corporate failures, including dominant CEO, poor strategic decision and the failure of internal control. Secondly, it discusses how the third edition of corporate governance principles and recommendations could be applied to prevent the causes of the failure. The 1st, 2nd, and 7th principles along with specific recommendations will be mentioned in this section. However, the context is concerned solely with the causes stemming from the performance of DSE itself.

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

However, Sharma and Iselin (2012) found that there is a significant direct relationship between multiple-directorships and the extent of financial misstatements in the post-Sarbanes-Oxley environment. They argued that as the number of additional directorships increases, the demanding commitment of each role reduces the director’s available time to effectively fulfil its monitoring responsibilities at each company. In addition, both Beasley (1996) and Persons (2005) reported a significant positive relationship between the likelihood of financial statement fraud and the number of additional directorships held with other firms.

Before explaining about this point, we must know that prohibition provides protection to the public from directors and managers of companies that have an irresponsible, incompetent or irresponsible to make sure that, for the period of the prohibition, the director was not able to take advantage of the limited liability status of the company, or involved in the management of the company. Because of that company act have taken seriously in this action. In addition, there are six prohibition of director that we have to know. First is, purchase own shares or holding the company shares. Second, provide financial assistance for the purchase of own shares or holding company shares. Third is gives loans and securities

There are instances when a director's goal or interest takes precedence, especially when given a position of power. However, with a proper understanding of beliefs and agendas agreed upon the hierarchy of authority final decisions are made. Since directors stay concerned regarding the profit and resource utilisation, it is quite often that sharing of resource within different departments becomes challenging. 80% of the staff in Turner & Townsend are promoted within business appointing "cronies" to positions of authority, regardless of their qualifications. After the acquisition, Thinc director's survival appears to be equated with the ability to play politics. Therefore, this causes director's to be affected and emphasize to others that they are merger