Bloo 2205 Week 5 Corporate Law Assignment
VICTORIA UNIVERSITY
FACULTY OF BUSINESS
SCHOOL OF LAW
BLO 2205 CORPORATE LAW ASSIGNMENT Semester 1 2010
Melbourne Pty Ltd has one company secretary, Jill and four directors: William, Jack, Susan and Sarah. William is the managing director of the company while the rest of the directors are non executive directors of the company. Susan is an experienced business woman with other business interests and she is not involved in the running of the company. She leaves the running of the company to William and relies on him. She believes that if there is any problem in the company William will let her know. Sarah is William's wife and she never attends any company board meetings. Sarah always relies on William and never questions his …show more content…
management of the company because she trusts him implicitly in relation to all company matters. Jack has always been actively involved in the running of the company business until July 2008 when he was diagnosed with a heart condition when he became very ill. Following his illness Jack was unable to attend Board meetings and could no longer carry out his main function which was to monitor the financial situation of company. In June 2009 Jack intended to resign from his position as a director but was hospitalised and forgot to lodge his resignation with the company and ASIC.
In June 2009 the financial position of the company worsens. Despite being fully aware of the company's deteriorating financial position William does not inform the other directors of this as he does not wish to worry them. If ever questioned about the company’s financial performance William always stated that the company's financial position was solid and he distributed to the board members a summary report confirming this.
As a result of this favourable report, the board of directors decides to declare a dividend to members. Susan was absent from the meeting. Shortly after the dividend was paid the company went into liquidation. The liquidator discovers that the company was not keeping proper financial records since Jack’s illness.
REQUIRED:
Advise whether there have been any breaches of the directors’ duties in relation to insolvent trading. Also advise whether any defences are available to the directors and what penalties may be imposed upon them if they are found to have breached the insolvent trading provisions under the Corporations Act 2001.
(Total of 30 marks)
SUGGESTED REFERENCES:
Lipton, P., and Herzberg, A., Welsh, M, Understanding Company Law, 15 edition Thomson Reuters.
Students should remember to look at the Lipton and Herzberg website. www.lipton-herzberg.com.au
Harris, J. Hargovan, A. Adams, M. Australian Corporate Law LexisNexis Butterworths 2nd edition, 2009.
Austin R.P. & Ramsay, I., Ford's Principles of Corporations Law, Butterworths, Australia, 14th edition, 2010.
Baxt, R., and Fletcher, K.L., Fridman, S., Corporations and Associations Cases and Materials on, Butterworths, Australia, 10th edition, 2008.
Hanrahan, P., Ramsay I., Stapledon G., Commercial Applications of Company Law. CCH 11th edition 2010
Redmond, P., Companies and Securities Law - Commentary and Materials, Law Book Co., Sydney, 5th, 2009.
Ciro T, Symes C, Corporations Law in Principle LBC Thomson Reuters, Sydney, 8th edition 2009
Li, G, Riley, S. Applied Corporate Law: A Bilingual Approach LexisNexis 1st Edition 2009.
Cassidy, J. Corporations Law Text and Essential Cases. Federation Press, 3rd edition Sydney 2010
Harris, J. Corporations Law, LexisNexis Study Guide 1st edition 2008
Harris, J. Butterworths Questions and Answers Corporations Law:, LexisNexis, 3rd Edition Sydney …show more content…
2009.
Fisher S, Anderson C, Dickfos, Corporations Law - Butterworths Tutorial Series, 3rd Edition Butterworths, Sydney 2009
Tomasic,R.,Jackson,J.,Woellner,R., Corporations Law - Principles, Policy and Process 4th Edition Butterworths., Sydney, 2002.
Tomasic, R. Bottomley,S. McQueen,R. Corporations Law in Australia, 2nd Edition Federation Press, Sydney 2002.
Latimer, P, Australian Business Law CC, 2010 Edition.
Vermeesch,R B, Lindgren, K E, Business Law of Australia Butterworths, 11th Edition, 2005.
Pentony, Graw, Lennard & Parker, Understanding Business Law 3rd ed Butterworths, 2009.
Crosling G M, Murphy H M, How to Study Business Law 4th Edition, Butterworths, 2009.
• See chapters 13.5 in Lipton,Herzberg & Welsh 15th Edition • Also see articles at the end of Chapters 13.5 of Lipton, Herzberg & Welsh 15th Edition
Submission: Essays must be submitted on or before Monday 26th of April 2010 by 5.00pm. No extensions will be considered unless a request is made in writing, before the due date, stating the reason for the request. Marks will be deducted for essays that are submitted after the due date.
The assignment should be written in your own words. A hard copy must be submitted. As well an electronic copy is to be submitted via the Turnitin link on the webct home page for the subject. The Turnitin copy will be the 'time mark' for the purpose of the confirmation of the date and time of
submission.
All assignments must be in print form and submitted with a signed School of Law cover sheet to the assignment box located outside the School of Law Office, Level 3, Building A by 5.00 pm on the due date. Students must also submit an online copy of the assignment via WebCT by the due date. The online submission will be regarded as verification of submission by the due date. However, only the hard copy assignments that are submitted will be marked. Students on the Werribee and Flinders Street campuses will be advised by their lecturer about assignment submission.
Presentation
Readable connected prose NOT point form summaries
Accurate spelling, grammar, punctuation, paragraph construction. Proofreading
Effective use of HEADINGS
Consistent and accurate acknowledgment of sources using a recognised style – both in relation to in-text referencing and bibliography (Note the warning about plagiarism below).
The papers will be marked on the following basis:
|Criteria |Percentage of marks awarded |
|Depth of understanding of the topic and identification of relevant |50 per cent |
|issues. | |
|Awareness accuracy of the nature and content of relevant law. | |
|Clarity and coherence of the analysis and quality of discussion and| |
|argument. | |
|Writing and communication skills |30 per cent |
|Research skills |20 per cent |
Referencing
In law, the preferred referencing style is footnoting. Students are reminded that they will lose marks if they merely reproduce passages copied word for word from texts and other references without attempting to convey information and express ideas in their own words. Of course this does not preclude the intelligent use of relevant quotations in respect of which proper references are given.
It should be noted that the references must be given in respect of all material included in the essay. References are not to be confined to situations in which the writer is citing a particular case or using a direct quotation. For example, if the writer is putting forward a legal proposition or using a statement or idea drawn from a specific source, that source must be acknowledged by reference. It is essential that references be properly acknowledged at all times and marks will be deducted if this is not done. References may be acknowledged by numbering them consecutively throughout the essay and by giving details of the references by way of numbered footnotes at the bottom of the relevant page, or by way of a list at the end of the essay. Note carefully that the edition and page numbers of references must be given: it is not sufficient to merely give the name and author of the work. When referring to cases, the full case citation must be given. In addition, a bibliography should always be included at the end of the essay. Students should contact the lecturer if they are in any doubt as to the requirements for the giving of references.
Referencing: Footnotes or end-notes must be used to acknowledge the source or sources of information contained in the assignment. Footnotes are preferred, but either will be accepted. In regard to the acknowledgment of references and matters of style and presentation, students are referred to:
1. Australian Guide to Legal Citation – VU Library Homepage. For all referencing questions for your assignment or any legal writing See: Australian Guide to Legal Citation: The VU Library has a 4 page edited version under Information for researchers: Click on Information for researchers and then click on Referencing and then click on Style Manuals. A copy of the Australian Guide to Legal citation is also available on Webct.
See: http://w2.vu.edu.au/library/referencing/files/AGLC2.pdf
2. G.R.E. Phillips and L.H. Hunt, Writing Essays and Dissertations, 3. G Campbell, The Little Black Book. (available in the bookshop).
Students are required to pay careful attention to spelling, expression, and legibility in the writing of their essays. There should be a margin on the left hand side of each page. Students should keep a copy of the essay submitted.
Plagiarism
Plagiarism is taking another person’s ideas and presenting them as your own, that is, without acknowledging the original source. You must acknowledge your sources of information including both direct and indirect quotations. A direct quotation must always be in inverted commas or in another style that indicates that it is a direct quotation. Your assignment must not consist of only quotations. Plagiarism is regarded as a form of theft or cheating. It is a serious offence and will be dealt with seriously, including a fail grade in this subject.
Students should use the Turnitin software to check their assignments for poor referencing and plagiarism. Software such as “turn it in” and others are available.
Format
• Typed preferably and double-spaced
• Title page with student name and number, Subject code and name, topic
• A4 paper
• Sequential page numbering
• No folders
Assignments must be typed (word processor), using one side of the page only and leaving a wide margin. The word limit is 2,000 words.
FACULTY OF BUSINESS
SCHOOL OF LAW
BLO 2205 CORPORATE LAW ASSIGNMENT Semester 1 2010
Melbourne Pty Ltd has one company secretary, Jill and four directors: William, Jack, Susan and Sarah. William is the managing director of the company while the rest of the directors are non executive directors of the company. Susan is an experienced business woman with other business interests and she is not involved in the running of the company. She leaves the running of the company to William and relies on him. She believes that if there is any problem in the company William will let her know. Sarah is William's wife and she never attends any company board meetings. Sarah always relies on William and never questions his …show more content…
management of the company because she trusts him implicitly in relation to all company matters. Jack has always been actively involved in the running of the company business until July 2008 when he was diagnosed with a heart condition when he became very ill. Following his illness Jack was unable to attend Board meetings and could no longer carry out his main function which was to monitor the financial situation of company. In June 2009 Jack intended to resign from his position as a director but was hospitalised and forgot to lodge his resignation with the company and ASIC.
In June 2009 the financial position of the company worsens. Despite being fully aware of the company's deteriorating financial position William does not inform the other directors of this as he does not wish to worry them. If ever questioned about the company’s financial performance William always stated that the company's financial position was solid and he distributed to the board members a summary report confirming this.
As a result of this favourable report, the board of directors decides to declare a dividend to members. Susan was absent from the meeting. Shortly after the dividend was paid the company went into liquidation. The liquidator discovers that the company was not keeping proper financial records since Jack’s illness.
REQUIRED:
Advise whether there have been any breaches of the directors’ duties in relation to insolvent trading. Also advise whether any defences are available to the directors and what penalties may be imposed upon them if they are found to have breached the insolvent trading provisions under the Corporations Act 2001.
(Total of 30 marks)
SUGGESTED REFERENCES:
Lipton, P., and Herzberg, A., Welsh, M, Understanding Company Law, 15 edition Thomson Reuters.
Students should remember to look at the Lipton and Herzberg website. www.lipton-herzberg.com.au
Harris, J. Hargovan, A. Adams, M. Australian Corporate Law LexisNexis Butterworths 2nd edition, 2009.
Austin R.P. & Ramsay, I., Ford's Principles of Corporations Law, Butterworths, Australia, 14th edition, 2010.
Baxt, R., and Fletcher, K.L., Fridman, S., Corporations and Associations Cases and Materials on, Butterworths, Australia, 10th edition, 2008.
Hanrahan, P., Ramsay I., Stapledon G., Commercial Applications of Company Law. CCH 11th edition 2010
Redmond, P., Companies and Securities Law - Commentary and Materials, Law Book Co., Sydney, 5th, 2009.
Ciro T, Symes C, Corporations Law in Principle LBC Thomson Reuters, Sydney, 8th edition 2009
Li, G, Riley, S. Applied Corporate Law: A Bilingual Approach LexisNexis 1st Edition 2009.
Cassidy, J. Corporations Law Text and Essential Cases. Federation Press, 3rd edition Sydney 2010
Harris, J. Corporations Law, LexisNexis Study Guide 1st edition 2008
Harris, J. Butterworths Questions and Answers Corporations Law:, LexisNexis, 3rd Edition Sydney …show more content…
2009.
Fisher S, Anderson C, Dickfos, Corporations Law - Butterworths Tutorial Series, 3rd Edition Butterworths, Sydney 2009
Tomasic,R.,Jackson,J.,Woellner,R., Corporations Law - Principles, Policy and Process 4th Edition Butterworths., Sydney, 2002.
Tomasic, R. Bottomley,S. McQueen,R. Corporations Law in Australia, 2nd Edition Federation Press, Sydney 2002.
Latimer, P, Australian Business Law CC, 2010 Edition.
Vermeesch,R B, Lindgren, K E, Business Law of Australia Butterworths, 11th Edition, 2005.
Pentony, Graw, Lennard & Parker, Understanding Business Law 3rd ed Butterworths, 2009.
Crosling G M, Murphy H M, How to Study Business Law 4th Edition, Butterworths, 2009.
• See chapters 13.5 in Lipton,Herzberg & Welsh 15th Edition • Also see articles at the end of Chapters 13.5 of Lipton, Herzberg & Welsh 15th Edition
Submission: Essays must be submitted on or before Monday 26th of April 2010 by 5.00pm. No extensions will be considered unless a request is made in writing, before the due date, stating the reason for the request. Marks will be deducted for essays that are submitted after the due date.
The assignment should be written in your own words. A hard copy must be submitted. As well an electronic copy is to be submitted via the Turnitin link on the webct home page for the subject. The Turnitin copy will be the 'time mark' for the purpose of the confirmation of the date and time of
submission.
All assignments must be in print form and submitted with a signed School of Law cover sheet to the assignment box located outside the School of Law Office, Level 3, Building A by 5.00 pm on the due date. Students must also submit an online copy of the assignment via WebCT by the due date. The online submission will be regarded as verification of submission by the due date. However, only the hard copy assignments that are submitted will be marked. Students on the Werribee and Flinders Street campuses will be advised by their lecturer about assignment submission.
Presentation
Readable connected prose NOT point form summaries
Accurate spelling, grammar, punctuation, paragraph construction. Proofreading
Effective use of HEADINGS
Consistent and accurate acknowledgment of sources using a recognised style – both in relation to in-text referencing and bibliography (Note the warning about plagiarism below).
The papers will be marked on the following basis:
|Criteria |Percentage of marks awarded |
|Depth of understanding of the topic and identification of relevant |50 per cent |
|issues. | |
|Awareness accuracy of the nature and content of relevant law. | |
|Clarity and coherence of the analysis and quality of discussion and| |
|argument. | |
|Writing and communication skills |30 per cent |
|Research skills |20 per cent |
Referencing
In law, the preferred referencing style is footnoting. Students are reminded that they will lose marks if they merely reproduce passages copied word for word from texts and other references without attempting to convey information and express ideas in their own words. Of course this does not preclude the intelligent use of relevant quotations in respect of which proper references are given.
It should be noted that the references must be given in respect of all material included in the essay. References are not to be confined to situations in which the writer is citing a particular case or using a direct quotation. For example, if the writer is putting forward a legal proposition or using a statement or idea drawn from a specific source, that source must be acknowledged by reference. It is essential that references be properly acknowledged at all times and marks will be deducted if this is not done. References may be acknowledged by numbering them consecutively throughout the essay and by giving details of the references by way of numbered footnotes at the bottom of the relevant page, or by way of a list at the end of the essay. Note carefully that the edition and page numbers of references must be given: it is not sufficient to merely give the name and author of the work. When referring to cases, the full case citation must be given. In addition, a bibliography should always be included at the end of the essay. Students should contact the lecturer if they are in any doubt as to the requirements for the giving of references.
Referencing: Footnotes or end-notes must be used to acknowledge the source or sources of information contained in the assignment. Footnotes are preferred, but either will be accepted. In regard to the acknowledgment of references and matters of style and presentation, students are referred to:
1. Australian Guide to Legal Citation – VU Library Homepage. For all referencing questions for your assignment or any legal writing See: Australian Guide to Legal Citation: The VU Library has a 4 page edited version under Information for researchers: Click on Information for researchers and then click on Referencing and then click on Style Manuals. A copy of the Australian Guide to Legal citation is also available on Webct.
See: http://w2.vu.edu.au/library/referencing/files/AGLC2.pdf
2. G.R.E. Phillips and L.H. Hunt, Writing Essays and Dissertations, 3. G Campbell, The Little Black Book. (available in the bookshop).
Students are required to pay careful attention to spelling, expression, and legibility in the writing of their essays. There should be a margin on the left hand side of each page. Students should keep a copy of the essay submitted.
Plagiarism
Plagiarism is taking another person’s ideas and presenting them as your own, that is, without acknowledging the original source. You must acknowledge your sources of information including both direct and indirect quotations. A direct quotation must always be in inverted commas or in another style that indicates that it is a direct quotation. Your assignment must not consist of only quotations. Plagiarism is regarded as a form of theft or cheating. It is a serious offence and will be dealt with seriously, including a fail grade in this subject.
Students should use the Turnitin software to check their assignments for poor referencing and plagiarism. Software such as “turn it in” and others are available.
Format
• Typed preferably and double-spaced
• Title page with student name and number, Subject code and name, topic
• A4 paper
• Sequential page numbering
• No folders
Assignments must be typed (word processor), using one side of the page only and leaving a wide margin. The word limit is 2,000 words.