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.
Wolford General Partnership (WGP) operates plumbing supply business which is also an exclusive supplier for certain stable construction firms. Because of its excellent reputations and services, WGP is able to an extremely profitable entity for the business. WGP uses an accrual method of accounting and has been using June 30 fiscal year for the tax report purpose after its election of §444 since its formation.
9. Woodgate, R., Black, A., Biggs, J., Owens, D. (2003). Legal Studies for Queensland, Volume 1, ForthEdition, Legal Eagle Publications: Queensland. 10. Woodgate, R., Black, A., Biggs, J., Owens, D. (2003).
acting for the benefit of his or her shareholders would have had, at the very least, the
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
Harris, J, Hargovan, A, & Adams, M, 2013, Australian Corporate Law, 4th ed, LexisNexis Butterworths, Australia
[7] Cavendish Lawcards Series (2002) Company Law (3rd edn), p.15 [8] [1976] 3 All ER 462, CA. [9] Griffin, S. (1996) Company Law Fundamental Principles (2nd edn), p.19 [10] [1990] Ch 433. [11] Lecture notes [12] Lecture notes [13] [1939] 4 All ER 116.
The claim that Jacinta has sent in regards to Gordon’s inappropriate and incompetent actions as her solicitor, raises the question of whether or not Gordon was acting in the best interests of his client or whether he was acting for his own benefit. The questions that need to be asked are whether her claim was submitted in accordance with the legislation, was Gordon in fact in breach of any legislation regarding legal practitioners in New South Wales (NSW), what actions could be taken by the Legal Services Commissioner(LSC) and what other actions could Jacinta take in relation to her claim against Gordon. These questions need to be answered to establish whether Jacinta’s claim is valid under NSW legislation.
...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.
Furthermore, it may regarded as the illegitimate use of the concept of juristic personality adversely affects a third party in a way that reasonably should not be countenanced. This is a broad interpretation by the Court and creates a path whereby the doctrine may not only be used as a last resort, but rather at the discretion of the Court in determining whether an unconscionable abuse has occurred. Moreover, it rectifies the common law philosophy that piercing the corporate veil should only be used as a last resort. Thus, s20(9) may be seen as supplemental to the common
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.