right and protection of interest of the minority shareholders

Despite the decision in Gambotto being widely seen as a significant victory for minority shareholders , as the High Court “dramatically turned the tide of power in favour of minority shareholders” the subsequent responses have seen an unwillingness to follow the ruling made, which therefore means a move away from minority rights, as was the case before the High Court judgement

The thesis deals with the above concepts and discusses how the Companies Act 71 of 2008 (the Act) modified the law, particularly, by extending the legal capacity of a company and extinguishing or modifying the above rules which had previously restricted a company's ability

You overhear a conversation in a restaurant about a yet-to-be-announced merger. You purchase securities of the target firm and reap a handsome profit in three weeks’ time. What does the law expect you to do?

This allows for the act of tunnelling, which is a way of directing company assets and future business towards core owners so they can retain control over the country’s corporate sectors with low cash flows. Tunnelling methods such as providing low interest rates, selling assets, lowering market prices, technology licensing and joint ventures, means dominant share holders can have the direct benefit of using retained earnings for personal gain at a minority shareholders expense, hindering their development in capital markets. Not only this, but growth has been linked to diversification, a consequence of expropriation, and its impact on organisational performance. However, this theory is conflicting because structural characteristics, resulting from family ownership, can decrease the popularity of business groups in terms of outside investors, and complex company linkages can relate to inefficient investment, unreliable accounting and possible inadequate managers through inheritance.

For example, if Company B terminated its agreement with Company A in order to make a larger profit, that would be a breach of contract. It would also be a breach of contract if Company B fulfilled Company C 's order first and was late meeting the terms of its contract with Company A. Another example of a breach of contract would be if Company A was supposed to make a deposit and Company B was planning to use the deposit to purchase the computer equipment, and the check bounced. In that situation, Company A 's breach would make it impossible for Company B to perform its contract obligations.

The powers and duty of the management of the corporation derives from section 198A of the Corporation Act 2001 (Cth) with additional common, tort and statutory law. However, the powers of directors are interpreted to be broad, including making decisions against the majority shareholder’s wishes . The codification of statutory duties is contained in sections 180-184 of the Corporations Act. The duties listed in these sections are interlocked to protect the corporation as a separate legal entity as well as its shareholders.

These two bodies are acting under a statutory contract. For providing flexibility, different forms of articles came into existence for each type of company. Nonetheless, the memorandum which was joint with the article had been causing complexity, but a new single constitutional document was introduced and cease it. Memorandum will no longer have continuing relevance since the new article came into force. Articles can be amended by a special resolution (75%) and must re-registered in Companies House. However, the power of altering the article is used for the benefit of the company as a whole. This is the fundamental purpose of incorporation, however, if any absurd result happened the court will intervene and may insert new wording.

1. If you were Mr. Cizik of Cooper Industries, would you try to gain control of Nicholson File Co in May 1972?

Key Term Stakeholdres This essay is divided into three parts. Part one identifies the key term stakeholders and display different types of it. Following that, the reasons why stakeholders always have interest in business' financial statement will be carried out. In the second part, it will give several definitions about corporate governance, and then gives some example of the conflicts between shareholders.

Open democracy is nothing but a name in Bangladesh. Political parties in not conscious about democracy, it is a big lack of them. Human right is not equal for each citizen of Bangladesh. Even Justice is not for poor men because of the rich man can buy it. (Akash, 2011).

Although Takaful operators act as a trustee and manager of funds and get their share of profit the form of Mudharabah or Wakalah fee, yet they have been criticized for maximizing the shareholders' profits while ignoring the rights of participants that are major stakeholders of the company. In the absence of proper corporate governance practices, company and its board of directors are not held accountable for their decisions that are not favourable to participants or community at large. Moreover, participants are not given positions in the board of directors so they have no right to questioning decision of the board and feel themselves insecure (Abdel Karim & Archer, 2002; p.72). Strengthening the regulatory framework is essential to regulate the activities of Takaful operators and to protect the rights of

This act modified the methods for many different subjects, such as financial and non-financial reporting, company communications with shareholders, and the responsibilities of company heads. The main role of the Act is to get managers to act in the best interests of shareholders. It additionally requires managers to think about the long-term effects of decisions; the welfares of the business’s staff; the business’s connections alongside suppliers, clients, and others; and the impression of the company’s procedures on the surrounding area. The Company Law Review Group was established by the government in 1998 in order to contemplate ways to modernize company law. The Company Law Review guidelines were the starting point for the modifications suggested by the Company Law Reform White Paper released in 2005. Then the White Paper proposals turned into an outline for a Bill, which then finally received official approval and passed in 2006, (companieshouse.gov.uk, 2014).

Shareholders holding minority interests in closely-held corporations are at risk of unfair or oppressive treatment8 by the majority or controlling shareholders, to an extent well beyond that of their counterparts in partnerships or in corporations whose shares are publicly traded.

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.

The Articles of Association (AOA) forms the constitution of the Company. It regulates the internal affairs of the company by defining the responsibilities of directors, the type of business and the means by which the shareholders exert control over the Board of Directors . This essay will illustrate the similarities and differences of the AOA to a contract and how it is special in nature.