Fiduciary Duties of Directors 1) Duty to act in good faith in the interests of the company In Re W & M Roith Ltd [1967] 1 All ER 427‚ the controlling director of a company had given many years services without having a service contract. He was then given a service agreement providing for payment of a pension to his widow if he died while still a director. He was already in poor health at this time and he died two months later. The pension was paid for several years and then the company went into
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DUTIES OF DIRECTORS Directors of a company normally have exclusive power to manage the company’s business and exercise its powers. At common law‚ the duties were owed to the company‚ to employees‚ to individual shareholders and creditors. 1.0 Duties of Directors to the company It is convenient to categorise the duties of directors into fiduciary duties which arise because they are quasi-trustees of the assets of the company. The word ‘fiduciary’ refers to trust and confidence. ‘A fiduciary is
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what have Don breached his directors’ duties under the act in good faith and best interest of the company as well as disclosure personal interest. The second issue is possible remedies for Bryan while he has been conducted unfair and oppressive. ISSUE 1: WHAT HAS DON BREACHED? Fiduciary duties to disclose personal interests Directors are under both fiduciary and statutory duties to avoid conflicts between their personal interests and the interests of the company. The director is to declare the “nature
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Hampton Park Pty Ltd (HP) Synopsis. In the case study of Hampton Park Pty Ltd (HP) has four directors; William (Managing Director); Susan‚ Jack and Gail (Non-executive directors). As HP’s financial position begins to deteriorate‚ George‚ the Chief Financial Officer of the company advises the accounts still show a profit and the company would have a solid base to pay out a dividend to its members. In July 2010cHP’s financial state worsens however George declares a technical profit and advises HP
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❖ S 9: “Officer” includes directors‚ secretaries‚ receivers‚ administrators‚ liquidators‚ administrating trustees. ❖ S 9: “Director” includes shadow & de facto directors. enforcement of directors’ duties enforcement of statutory duties Civil penalties Who may apply for a Declaration or Order? ❖ S 1317J(1): ASIC may apply for a declaration of contravention‚ a pecuniary penalty order or a compensation order. ❖ S 1317J(2): The company may apply for a compensation order. ❖
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5. Director’s Duties Director’s Duties are part of the idea of risk management; because they take risks all the time‚ they require a certain element of regulation. The law must provide a way of mitigating against the risk‚ so creditors and shareholders can have potential recourse. This is all done indirectly; the company will recover in the event of a breach of duty arising. If the company recovers and suffers no harm‚ then that protects shareholders and makes sure their investments are secure.
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Achem Pte Ltd (Achem) was in the business of trading in industrial chemicals. The company was founded by Heng and Tan. Both were directors and shareholders of the company. Other than Heng and Tan‚ the other shareholders include Heng’s and Tan’s relatives and some of these relatives were also employees of Achem. Employee turnover was low and every employee was treated as part of one big family. After several years‚ Tan decided to sell his 55% stake in Achem to Union Pte Ltd (Union) because he
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‘The director of a company owes a fiduciary duty to the company’. Do you agree with this statement? Introduction A company is a distinct legal entity created by statute. Companies have many of the same legal rights and obligations as do individuals. They can own and sell property‚ they can hold profits or acquire debts‚ they can enter into contracts and sue or be sued‚ and governments can tax them. Companies are advantageous primarily because they become legal entities that are separate and
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The Law of Directors Duties The law of Directors Duties stems from the systems of corporate governance in order to ensure that the persons occupying higher positions within the company will take good care of the company‚ as well as not act in a way that will create deficiency. There are 3 sources to the legal duties: the common law; the principles of equitable fiduciary duties; and the statutory duties stated under the Corporation Act section 180-183(Harris‚J.‚ 2008). The penalties of breach
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“Most Companies Acts of the region contain a provision requiring directors have to regard to the “interests of company employees in general”. Seemingly introducing a new stakeholder philosophy into company law‚ the precise import and significance of such a requirement remains a mystery.” Discuss. Introduction Company directors are like the shepherds who always try to convince the sheep that their interests and his are one and the same. Alolf Berle and Gardiner Means in Modern Corporation
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