The main issue with regards to the applicability of S1322(4)(a) to the appointment of Helen was the meaning of the word contravention. Statement of relevant facts: LW Furniture Consolidated Pty Ltd (“LWC”) was incorporated on 30 April 1971 by Leo Weinstock (“Leo”) and Hedy Weinstock (“Hedy”). On the 29 June 1973, LWC appointed Tamar Beck (“Tamar”) and Amiram Weinstock (“Amiram”) as directors (Weinstock, 22). Unbeknownst to Tamar and Amiram, their appointment as directors lapsed on the 31 December 1973. Tamar continued to act as director until her resignation on 8 January 1982, whilst Amiram continued as de facto director (Weinstock, 5). On 30 July 2003, Amiram appointed Mrs Helen Weinstock (Helen) as an additional director of LWC. The central issue of this case is whether Helen’s appointment as director is invalid, and whether the Court can overrule this irregularity. The primary judge, Barrett J found that the appointment of Helen was not invalid by reason of contravention of the company’s constitution (Beck v LW Furniture Consolidated (Aust) Pty Ltd (2011) NSWSC 235). This was overturned in the Court of Appeal by a majority of Young JA and Sackville AJA, who declared that Helen’s appointment was not a contravention, and therefore that section 1322(4) was not applicable (Beck v LW Furniture Consolidated (Aust) Pty Ltd (2012) NSWCA 76). Main issues Was Helen properly appointed as a director? It was found in the primary court that Helen was not properly appointed as a director of LWC (Beck v L W Furniture Consolidated (Aust) Pty Limited (2011) NSWSC 235). This was not disputed in the Court of Appeal or the High Court (Weinstock, 48). In reaching this decision, Barrett J considered multiple factors, including Amiram’s status an... ... middle of paper ... ... his actions were conducted in the best interest of the company. Further, by appointing Helen as director, no substantial injustice was done to any other parties. Thus, I am of the opinion that it is fair for s1322(4)(a) to apply in this situation. Further, I agree with statements made by French CJ that validating provisions are necessary because not all firms understand corporate governance, and that without these provisions, corporations would be vulnerable to simple errors (Weinstock, 39). As such, by declaring Helen’s appointment as not invalid by reason of contravention of the constitution, the court is acting in the best interests of all corporations and society in general. This decision allows businesses to function effectively, notwithstanding innocent or unsubstantial errors in corporate governance. Thus, I agree with the decision made by the High Court.
The litigation of R. v. Buhay is a case where the Charter of rights and freedoms was violated by the policing parties but maintained and performed by the Supreme Court of Canada. This litigation began after two individuals; of which one was Mervyn Buhay, rented a locker at the Winnipeg bus depot. Buhay began to distract the security guards while his friend placed a duffel bag in the locker they had rented. After they left, the security guards were so engrossed by the smell coming from the locker that they unlocked it to find a sleeping bag full of marijuana in the duffel bag. Buhay was arrested the day after the bag was taken into possession even though no warrant was received to search the locker in the first place. During the first trial, due to the violation of the Charter by the police officers, Buhay was acquitted. The Crown, however, appealed this ruling and the case was taken to the Supreme Court of Canada where once again Buhay was acquitted in a 9-0 ruling. Although Buhay committed a crime by possessing marijuana, the police violated the Charter by searching Buhay`s locker without a warrant or his consent, making the Supreme court of Canada`s decision to acquit Buhay reasonable. The Supreme Court of Canada`s decision to acquit Buhay was reasonable due to the fact that the police violated the Charter of rights, no warrant was received to unlock the locker let alone seize the duffel bag, and lastly because the bus depots terms for the locker were not efficiently provided to the customers making them aware of any reasonable search conduct.
acting for the benefit of his or her shareholders would have had, at the very least, the
According to Corporation Act 2001 s124(1), it illustrates that ‘’A company has the legal capacity and powers of an individual both in and outside the jurisdiction” . As it were, company as a legal individual must be freely with all its capital contribution shall embrace liability for its legal actions and obligations of the company’s shareholders is limited to its investment to the company. This ‘separate legal entity’ principle was established in the case of Salomon v Salomon & Co Ltd [1987] as company was held to have conducted the business as a legal person and separate from its members. It demonstrated that the debt of company is belonged to the company but not to the shareholders. Shareholders have only right to participate in managing but not in sharing the company property. Besides ,the Macaura v Northern Assurance Co Ltd [1925] demonstrates that the distinction between the shareholders and company assets. It means that even Mr Macaura owned almost all the shares in the company, he had no insurable interest in the company’s asset. The other recent case is the Lee v Lee’s Air Farming Ltd [1961] which illustrates that the distinct legal entities between employee ad director allows Mr.Lee function in dual capacities. It resulted that the corporation can contract with the controlling member of the corporation.
The Caparo Industries Plc v Dickman was a case that regarding a test for a duty of care. In this case, an organization called Fidelity Plc which is manufacturers of electrical equipment, was the objective of a takeover by Caparo Industries Plc because of Fidelity Plc was not doing well. In May 1984 fidelity’s directors made an announcement in its yearly profits for the year up to March affirming the negative viewpoint, the share price fall. At the point, Caparo Industries had started purchasing up shares in huge numbers. In June 1984 the annual records, which done by the accountant Dickman, were issued to the shareholders which currently included Caparo Industries. Therefore, Caparo Industries who had a majority shares,
According to the following case scenario, the most important five delegation errors pursuant to By-Law 7.1 of the Law Society Act, are as follows:
In the legal issue titled Employment discrimination, it describes a situation where abc corporation decides to respond to what it sees as a moral obligation to correct for past discrimination by adjusting pay differences among its employee. This raises a lot of ethical conflict with abc’s employees and its shareholders for numerous reasons. Employees were treated unfair, Abc company can no longer be trusted as a good work ethic company, they have a bad reputation for discrimination and there might be a likelihood the company will go out of business due to its actions.
This case deals with Company Law and more specifically with share capital in relation to allotment of shares and transfer of shares. With reference to the Companies Act 2006 and appropriate case law it is hoped that a reasoned conclusion is reached for the issues put forward by Verity.
The High Court had multiple issues to consider before pronouncing their judgment in this matter. The Court had to determine whether the investment in SBL by GIMD and Merieux though ShanH was for the purpose of avoiding tax. If this were the case then should the life the corporate veil of ShanH ...
The case is called ‘Gilford Motor Company Ltd v. Horne’. In this case was MR. Horne an employee of the ‘Gilford motor company’, where he became fired. He had an employment contract which he agreed to not solicit the costumers of the company where he has been working for years. In order to destruct this, he made a plan. The plan was that he did incorporate a limited company in his wife’s name. And of course, he solicited the costumers of the company. When the Gilford Company exposed this, they sued him. The Court of appeal: “the company was formed as a device in order to mask the effective carrying on of business of Mr. Horne. “In this case could we see, and it was obvious, that the primary aim of incorporating a new company was to invade fraud.” Therefore the court of appeal claimed it as a mere sham to mask his
Victorian Stevedoring & General. Contracting Co Pty Ltd & Meakes v Dignan (1931) 46 CLR 73
Harris, J, Hargovan, A, & Adams, M, 2013, Australian Corporate Law, 4th ed, LexisNexis Butterworths, Australia
Jacinta submitted her compliant to the Office of the Legal Services Commissioner of New South Wales, alleging the Gordon Appleby acted inappropriately and incompetently in handling her case. She therefore, did identify the complaint was for inappropriate conduct which was the complaint. She also identified that it was Gordon Appleby a prominent legal figure in NSW law who the complaint was made against. And she described the alleged conduct is a costs dispute as well as other things. A complaint must also be made within three years since the alleged conduct was carried out, which in the case of Jacinta her complaint was lodged on the 28 June 2015 for the alleged conduct that happened on the 15 June 2015.Therefore, Jacinta’s claim is valid as it was submitted through the appropriate channels and did comply with the requirements of the Legal Professional Uniform Law Application Act 2014 (NSW) (LPULAA).
...y conflicts of interests between different stakeholder groups. Secondly, the primary duty of directors or officers is achieving the best interest of the shareholder; the interests of shareholders should be taken into consideration only when they do not significantly damage shareholder’s interest .A redefinition of director’s duties in the law could be a burden for director to balance the interests of each parties appropriately. As a result, less efficient decisions would be made in such condition. Therefore, there should not be a change to the Corporate Act.
As a result, a company is able to have its own rights and obligations separate from its directors or shareholders. A further effect is that the company is solely responsible for its legal obligations. Therefore, the directors and shareholders are not liable for the debts of the company. However, with liberty comes the propensity for misuse and the benefits which a separate legal personality produces may be subject to abuse. Thus, a mechanism had to be created whereby those behind the company could be revealed so as to expose any guilty
In the past decades, corporate governance attracts the whole world’s attention for its exposed scandals, and even criminal activity by corporate directors in some cases. (e.g.: the bankrupt of Enron Corporation). As we all know that an efficient and effective corporate governance regime should include provisions for civil or criminal prosecution of corporate directors who conduct monkey business or illegal acts, but what is the functional method to avoid such situations? This article looks at the significance of directors’ duty of care in achieving this goal.