Westpac Case Summary

The highly controversial case of Gambotto v WCP Ltd not only reduced the ability of companies to acquire shares compulsorily through an amendment to their constitutions, but also stimulated debate around the topic of share acquisition itself . The High Court decision in Gambotto was recognized immediately to be extremely important in the corporate world, with one headline stating it had “radically altered the balance of power within corporate Australia” . Despite the significance of the ruling, responses to Gambotto have generally been negative. Courts have almost uniformly chosen not to extend the principles in Gambotto to situations in other cases, with the result that the principles have stayed narrowly confined to the

Case 1 is an appeal to the conviction rendered by District Court Judge Bradley on

This essay will explain the concepts of separate personality and limited liability and their significance in company law. The principle of separate personality is defined in the Companies Act 2006(CA) ; “subscribers to the memorandum, together with such other persons as may from time to time become members of the company are a body corporate by the name contained in memorandum.” This essentially means that a company is a separate legal personality to its members and therefore can itself be sued and enter into contracts. This theory was birthed into company law through the case of Salomon v Salomon and Co LTD 1872. This case involved a company entering liquidation and the unsecured creditors not being able to claim assets to compensate them. The issue in this case was whether Mr Salomon owed the money or the company did. In the end, the House of Lords held that the company was not an agent of Mr Salomon and so the debts were that of the company thus creating the “corporate Veil” .

RULE OF LAW: Corporate promoters owe a fiduciary duty to one another, the company, its

The appellant, Parkview Queensland Pty Ltd (“Parkview”), is a building contractor who commenced construction of a residential property development under a standard form building contract with Fortia funds Management Ltd (“Fortia”), the developer. Fortia financed the construction under a loan facility with the Bank of Western Australia Ltd (“BankWest”).

CPSW did a home visit to meet with Ms. Berner and to discuss about her safety plan since the children are moving with her on10/29/16 from the foster provider. Ms. Berner was late for her appointment and CPSW waited a 40 minutes for Ms. Berner. Ms. Berner apologized for being late. CPSW explained Ms. About safety plan. Ms. Berner understood and she signed them. Ms. Berner stated that she will be doing a house arrest for two weeks and the recommendation of her criminal court is to obey law and continue taking her medication on time and seeing her therapist. Also, cooperating with her PO and CPSW. CPSW consulted with the supervisor and she has approved both children to move back with Ms. Berner. Goal 1-2

Question Presented is to provide an advice to the client (Sam) on inclusion of the most favorable provisions of corporate documents provision under the following facts:

Woodward, S., Bird, H. & Sievers, S. (2005). Corporations Law in Principle 7th ed. Pyrmont, NSW: Lawbook Co.

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.

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.

Although doctrine of separate legal entity has the greatest importance in company law, it contains weaknesses that could be arguable. Professor Kahn-Freund described the doctrine as “calamitous” because it arise many issues, such as “How is it possible to check the one-man company and other abuse of company law?” Separate legal entity is inadequate for complex problems .

Fiduciary Principle. As part of the legal structure of a business organization, each officer and director of a company has a legal fiduciary duty to act in the best interest of the stakeholders and other employees within the firm. Furthermore, there is also an implied fiduciary duty for every employee within the organization to also act in a way that

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.

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

The protections under the Corporations Act suffice to guard the minority from the majority’s unfair wrongdoing. In fact, the Australian corporate law provides significant protections on shareholders. To support the argument, this essay discusses Foss v Harbottle rule and derivative action. It also elaborates exceptions to the rule, especially ‘fraud on the minority’ and statutory protections available for the minority protection under the Corporations Act. These are analysed in views of organic theory, economic theory and aggregate theory. It concludes with that specific protections for the minority are unnecessary because these may lose the balance of a corporation and the minority and majority members.