Corp Law Assignment. Directors Duties / Remedies / Removal of Board Name Professor Institution Course Date Question 1: Facts/Issues: Nifty is suing Dodgy for breaching his common law duty of care, skill and diligence in failing to rent the cheaper premises…
Application: The question of whether the Nifty would successfully sue Dodgy relies on the directors knowledge of the firm, responsibilities and his failure to comply with the laws. The directors are entitled to exercise their authorities and deliver their responsibilities in a manner that a rational person would implement in a similar docket. This stipulation demanding for considerable actions amongst the leaders is found under section 180(1). Nifty requires determining the breach of the laws before considering Dodgy as neglecting the laws regarding care, expertise and conscientiousness by renting expensive premises for the company. According to s180, the targeted uncertainty is to enquire on the populace or the stakeholders’ expectations of Dodgy in relation to his acquaintance, proficiency and understanding. The case exposes Dodgy as a proficient leader who is well equipped with the knowledge in administration and consultations. The information about Dodgy can therefore be utilized by the court against him in deducing that the action he took into renting expensive premises was out of consciousness. He would be approved of being liable to the repercussions of violating the law. Therefore, the court would hold Dodgy responsible and to face the consequences of going against the law. The incorporation of other similar cases to Dodgy’s case might foster an insight in the case to enable for a broader perspective of viewing the case. For instance, ASIC v Rich, ASIC sued the Tel Ltd of failure to maintain the information on the company’s financial status. The company’s non-executive director claimed of not possessing the similar powers as the executive director. Eventually, the court concluded that in spite of his inability to execute the company’s executive director never prevented the non-executive director, never deterred him of insufficient responsibility to the company duties. The non-executive director’s profile and expertise aided the court to determine the underutilization of his capacity in the care for the company activities. The included case can assist in verifying Dodgy’s case direction since there is a fundamental notion that the director’s duty is to vet the company’s overall operation. The director is also responsible for updating the company activities with reference to financial capabilities of the enterprise. Therefore, Dodgy would be held responsible for negligence and of ignoring the company’s welfare. Nifty can build a potential evidence against Dodgy basing on the above information and can achieve a success in suing Dodgy since the company has stronger support from the law. For the beaches of s180(1), Nifty would seek a s1317E declaration of contravention from the court before requesting for remedies. In this case, the situation is considered to be intentional and lack good faith. Nifty would then seek fiscal fines under s1317G of up to $200,000 in case the ASIC could manifest the flouting either materially injustices the interests of the corporation, the members, or the corporation’s ability to refund its creditors, or is extreme. Question 2: Facts/Issues: The fact is that there was a vote to remove the board and that was passed. The issue is whether it is valid. Law: s248A- Passing of the resolution by a Board without necessary meeting. s182-Corporations Act: Misusing the position for personal gain s232 (d)- Acting against the interest of the members Poliwka v Heven Holdings Pty Ltd Jenkins v Enterprise Gold Mines NL. Application: The ...
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