Company Law Assignment
LAWS2301 | Take Home Assignment | Sandy Goh (20806534)
*Note: Unless otherwise mentioned, all sections mentioned in this essay are from the Corporations Act1.
PART A (i) – whether Monica/ GE will be liable Under s12.1(1) of the Criminal Code Act2 (CCA) criminal liability may be imposed on GE due to Monica’s actions. A criminal offence consists of physical elements and fault elements (s3.1 CCA). The physical element is attributed to GE (s12.2 CCA) as Monica, who is a defacto Managing Director (MD) (s9), bribed an ASIC employee during her scope of employment. The fault element is attributed to GE because Monica, as MD of GE, intentionally, knowingly and recklessly engaged in the bribery (s12.3(2)(b) CCA). GE cannot prove that it had ‘exercised due diligence to prevent’ (s12.3(3) CCA) the bribe and thus, s12.3(2)(b) CCA will apply. In Lennards3, the court ruled that the director’s knowledge attributed to the company. This means that GE will be liable for the bribe. As GE is not a physical being, s4B of the Crimes Act4 states that instead of imprisonment, the company pays a fine as penalty.
1 Corporations 2 Criminal
Act 2001 (Cth)
Code Act 1995 (Cth) Carrying Co Ltd v Asiatic Petroleum Co Ltd [1915] AC 705
3 Lennards 4 Crimes
Act 1914 (Cth)
LAWS2301 | Take Home Assignment | Sandy Goh (20806534)
PART A (ii) – actions GE can take against Ross and/or FP Action taken against FP Ross breached the clause in his contract by competing with GE while he is employed by it. He can argue that FP is a separate legal entity (s124) from him, and is not bound by the contract he entered into with GE. Ross is a hiding behind FP to avoid legal
*Note: Unless otherwise mentioned, all sections mentioned in this essay are from the Corporations Act1.
PART A (i) – whether Monica/ GE will be liable Under s12.1(1) of the Criminal Code Act2 (CCA) criminal liability may be imposed on GE due to Monica’s actions. A criminal offence consists of physical elements and fault elements (s3.1 CCA). The physical element is attributed to GE (s12.2 CCA) as Monica, who is a defacto Managing Director (MD) (s9), bribed an ASIC employee during her scope of employment. The fault element is attributed to GE because Monica, as MD of GE, intentionally, knowingly and recklessly engaged in the bribery (s12.3(2)(b) CCA). GE cannot prove that it had ‘exercised due diligence to prevent’ (s12.3(3) CCA) the bribe and thus, s12.3(2)(b) CCA will apply. In Lennards3, the court ruled that the director’s knowledge attributed to the company. This means that GE will be liable for the bribe. As GE is not a physical being, s4B of the Crimes Act4 states that instead of imprisonment, the company pays a fine as penalty.
1 Corporations 2 Criminal
Act 2001 (Cth)
Code Act 1995 (Cth) Carrying Co Ltd v Asiatic Petroleum Co Ltd [1915] AC 705
3 Lennards 4 Crimes
Act 1914 (Cth)
LAWS2301 | Take Home Assignment | Sandy Goh (20806534)
PART A (ii) – actions GE can take against Ross and/or FP Action taken against FP Ross breached the clause in his contract by competing with GE while he is employed by it. He can argue that FP is a separate legal entity (s124) from him, and is not bound by the contract he entered into with GE. Ross is a hiding behind FP to avoid legal