Cases and Materials on Corporations Method †MyAssignmenthelp.com

Question: Talk about the Cases and Materials on Corporations Method. Answer: Presentation: In the current inquiry, the issue is connected with the limit of the loan bosses of Woodcraft Pty Ltd to recuperate their cash from the organization. For instance, you should be checked whether Forest Products Pty Ltd can recoup the measure of $20,000 from the organization. Similarly, it additionally should be checked whether Eastpac Bank Ltd can recoup the measure of $500,000 that were acquired by the organization to buy a stud. Essentially, it must be viewed as a National Finance Ltd. can recoup the measure of $2,500,000 that was utilized for buying a business property. The law gives that in specific situations, tending to can be held by and by at risk with respect to the obligations emerging out of first business. Correspondingly, the recipients of the test can likewise be held obligated to reimburse the trustee where the trust reserves are inadequate to satisfy the liabilities of the trustee that have been acquired over the span of those organizations. Despite the fact that trusts are utilized broadly for organizations, domain the executives and beneficent purposes, yet it is critical to realize the dangers in question and to look for proper legitimate guidance so as to relieve these dangers. A portion of the key rules that are connected with obligation and reimbursement and that should be remembered by trustees and recipients are as per the following:- The law gives that a trustee (counting a partnership) can be considered separately responsible with respect to the obligations that have been brought about over the span of business of the trust.[1] This additionally gives the risk of a trustee towards the leasers isn't confined to the degree of the benefits of the trust.[2] According to the Corporations Act, 2001, it has been referenced in area 197 that the executives of corporate trustee to be considered as being mutually and independently subject in regards to the release of the obligations of the Corporation increment the enterprise has not and isn't in a situation to release its obligations and where the organization isn't qualified to be reimburse from the advantages of the trust because of (a) break of trust by the organization and additionally (b) if the company has acted past the extent of its forces as a trustee or if (c) a term of trust denies or restrains the privileges of the organization to be repaid. The court expressed in the choice given in RJK Enterprises P/L v Webb[3] that segment 197 of the Corporations Act ought not be considered as rendering an executive responsible when there is the pride of repayment set up however inadequate assets are available to satisfy the reimbursement. This position is in opposition to the position received by the court in Hanel v ONeill.[4] In this choice, it was expressed by the court that s. 197, Corporations Act can be translated as implying that the executives of corporate trustee's can be held as underwriters for the obligation that has been gone into by the trustee. In any case, it was clarified by Douglas J that s. 197 has been changed in 2005 so as to revise an apparent peculiarity that was available because of the understanding of choice by the Supreme Court of South Australia and furthermore to supersede the choice given in Hanel. So as to ensure that the risk of the chiefs of the trustee activities expands just so far is expected when this segment has been set in its unique structure in the enterprise law. The court additionally expressed in TFML Ltd v MacarthurCook Fund Management Ltd.[5] that a trustee who goes into an authoritative commitment while playing out the trust may restrict its risk to the degree of the privilege of reimbursement emerging from the advantages of the trust. Anyway in Yara Australia Pty Ltd v Oswal[6], it was held that the restriction won't follow because of the insignificant depiction of a gathering as a trustee. Consequently the law gives that the trustees are qualified for be repaid under value and furthermore the enactment, from the advantages of trust, with respect to all charges and costs that might be brought about by them while executing the trust. This privilege of the trustees was to be given need as against the rights and interests of the recipients concerning the authorization of reimbursement. So as to make sure about these rights, a trustee as the charge or a lien over the assets.[7] Under these conditions and applying the lawful standards referenced above, it very well may be said that for this situation, Forest Products Pty Ltd can recoup $20,000 from the recipients of the trust. This sum was expected when the organization had requested lumber worth $20,000 from Forest Products. Simultaneously, following up on the counsel given by the specialist, the organization chose to differentiate into land and pony reproducing business. For this reason, Michael and Claire had taken an advance of $500,000 from Eastpac Bank Ltd as the executives of Woodcraft Pty Ltd. Right now, Eastpac was exhorted that Woodcraft Pty Ltd is going about as a trustee and likewise a duplicate of trust deed was additionally given to the bank. It had been referenced in the trust deed that the trustee is approved for including in discount and retail furniture exchange. In this way for this situation, the chiefs of the corporate trustee can be held by and by at risk for reimbursing the measure of $500,000 to Eastpac Bank Ltd., in light of the fact that for this situation a duplicate of trust deed had likewise been given to the bank. Simultaneously, another measure of $2,500,000, and furthermore been obtained by the organization from National Finance Ltd. to deliver a business property. Be that as it may, the expectations of gaining rental pay were additionally baffled when the organization couldn't discover reasonable inhabitants for the property. Under these conditions, the organization couldn't pay its obligations. Accordingly, for this situation, National Finance Ltd. can recoup the sum from the two chiefs of the organization, Michael and Claire. The issue in this inquiry is an agreement marked by Tom and Jack can be implemented against the organization. This issue emerges because of the way that it has been referenced in the constitution of the organization that before going into an agreement by the organization, a conventional endorsement from the board is fundamental. At exactly that point, one executive and friends secretary can sign the agreement. In any case, in the current case, Jack and Tom had marked the agreement without getting the endorsement of the leading group of the organization. In any case, the law gives security to the pariahs if there should be an occurrence of corporate agreements so as to adjust contending strategy issues. Thusly, under the custom-based law, with the assistance of the thought of indoor administration rule and under the legal law, through segments 128 and 129, to a greater extent a business accommodation approach has been received so as to ensure the untouchables while they are managing companies.[8] Under this strategy of business comfort, it is important that the exactness of business exchanges are commonly given inclination is contrasted with the monetary interests of the blameless officials, individuals and the loan bosses of an organization. The custom-based law indoor administration decide gives that when an outcast is going to shape an agreement with the individual who indicates to be following up for the organization yet who doesn't have the fundamental position, the agreement was voidable at the choice of the organization except if it was ratified.[9] However such a circumstance brought about an especially unforgiving result for the pariahs, particularly the lenders, who were managing the organization in compliance with common decency and who didn't have the assets to discover if all the important interior endorsements and necessities are fulfilled if there should be an occurrence of the specific transaction.[10] To manage this issue, custom-based law thought of the indoor administration rule. This standard was given in Royal British Bank v Turquand which is likewise prevalently known as the Turquand's Case.[11] According to the indoor administration rule, it doesn't gave that when a pariah is managing an organization under great confidence and without having any notification or sensible grounds to speculate any inappropriateness or abnormality isn't affected by any such real inappropriateness or anomaly concerning an inward guideline on the board of the organization. As this standard gives that an outcast isn't required to check if the important inward move has been made and along these lines the untouchable can continue the all the interior prerequisites are satisfied while going into the exchange. This supposition that is known as the indoor administration rule since it covers all the issues that are inside the administration of the organization and are not public.[12] Thus, the indoor administration rule has likewise been consolidated in the Corporations Act, 2001. The significant areas in such manner are Ss 128 and 129 regardless of whether the indoor administration rule likewise has lingering application.[13] Therefore this standard can in any case help an untouchable and keep on being important for the organizations in the event of the activity by outsiders, circumstances falling past the extent of Ss 128 and 129; in regards to the dealings with the enterprises that doesn't fall under the meaning of an organization referenced in segment 9 of the Corporations Act.[14] In this unique circumstance, there are sure presumptions present in Ss 128 and 129 that can be made by a pariah while managing an organization. Segment 128 gives that these suspicions can be made by any individual managing a company.[15] The court had expressed in Gye v McIntyre[16] that the expression dealings as an extremely wide score and thusly it incorporates considerably more than a legitimately restricting agreement or an arrangement. By giving a wide translation to the term, it is considered to incorporate a solitary exchange, indicated dealings and pre-legally binding negotiations.[17] According to segment 128(4), an individual can't depend on the legal suspicions if at the hour of the managing, the individual knew or had motivation to presume the supposition that was false. This special case is material in situations where the outcast has genuine information or doubt and not simply the conditions where any sensible individual would be put

Visual Aids Free Essays

Visual Aids Visual guides help your introduction get things going. Visual guides assist you with arriving at your goals by giving accentuation to whatever is being said. Clear pictures duplicate the audience’s level of comprehension of the material introduced, and they ought to be utilized to fortify your message, explain focuses, and make energy. We will compose a custom article test on Visual Aids or on the other hand any comparable subject just for you Request Now Visual guides include your crowd and require a change starting with one movement then onto the next: from hearing to seeing. At the point when you utilize visual guides, their utilization will in general empower motions and development on your part. This additional development fortifies the control that you, the speaker, need over the introduction. The utilization of visual guides, at that point, are shared gainful to the crowd and you. Visual guides add effect and enthusiasm to an introduction. They empower you to speak to more than one sense simultaneously, in this manner expanding the audience’s comprehension and maintenance level. With pictures, the ideas or thoughts you present are no longer basically words, yet words in addition to pictures. While setting up your visual guides you ought to incorporate an unmistakable, brief, heading on each slide or page. Use projectile or short expressions to supplement your heading. Try not to utilize sentences or whole passages except if you intend to recite them for all to hear, your crowd will need to peruse what you show them. Abstain from utilizing every single capital letter aside from in headings. Regardless of whether you use slides, overhead transparencies, flipcharts, models, photos or drawings, keep visual guides basic: close to three or four key focuses on every thing. Its better to have a couple of additional slides than a lost crowd. In planning tables and diagrams for projection, limit information to key focuses. Incorporate just sections, lines or plots that you intend to talk about. Leave subtleties and progressively thorough information outlines for your composed paper or a different present. Leave a lot of blank area or other foundation shading to make your visuals simpler to peruse. Check spelling and your slides’ intelligibility by printing them on standard-sized paper. At that point as a fast check to decide if they can be perused from the rear of a room, place the printed sheets on the floor to check whether you can understand them while holding up. In the event that you use overheads, abstain from checking them with transcribed increments before your discussion. While giving your discourse visual guides, the moderators might be enticed to take cover behind their visual guides. It is significant not to do that, you should be pleased with your visual guide and you ought to be the focal point of consideration not your visual guide. (Place for Teaching Excellence)(1) Whether you are making a visual guide by hand or structuring them on a PC, there are six fundamental rules you ought to follow to make your guides understood and outwardly engaging. They are: Prepare visual guides ahead of time, Keep visual guides straightforward, Make sure visual guides are sufficiently enormous, Use textual styles that are anything but difficult to peruse, Use a set number of text styles, and Use shading viably. Lucas 275-278)(2) If you pass by these rules while setting up your visual guides, you will catch the audience’s consideration and be glad for what you achieved with your visual guide. Visual guides are eye-catchers. They should be utilized suitably and reasonably to be full of feeling. Various kinds of visual guides accentuate various information connections, so p icking the correct sort is significant. Consider your information, think about your motivation, and choose which type best represents your point. Use alert when thinking about utilizing representations, be that as it may, as they ten to enthrall an audience’s consideration maybe diverting from your point. When you have picked and made your visual guide, you’ll need to amend it for clearness, straightforwardness, and style. (Austin)(3) Visual guides include your crowd and require a change starting with one action then onto the next: from hearing to seeing. They add effect and enthusiasm to an introduction. They empower you to speak to more than one sense simultaneously, subsequently expanding the audience’s comprehension and maintenance level. With pictures, the ideas or thoughts you present are no longer just words, however words in addition to pictures. The utilization of visual guides is imperative to all introductions. Without them, the effect of your introduction may leave the crowd not long after the crowd leaves you. By setting up an introduction with visual guides that fortify your principle thoughts, you will contact your crowd unmistakably more adequately, and maybe, keep on contacting them long after the introduction closes. (Labor)(4) Insight Statement: While composing this paper, I learned numerous things about how to set up a visual guide and a few hints on what/what not to do while introducing them. The importance of visual guides to me is that the crowd gets a handle on and comprehends a discourse when they have something to see, that explains the discourse for them. Works Cited (3) Austin, University of Texas at. Visual Aids. 26 09 2012 http://uwc. utexas. edu/hub/90. (1)Centre for Teaching Excellence. Utilizing Visual Aids. 17 03 2011. 26 09 2012 http://cte. uwaterloo. ca/teaching_resources/tips/using_visual_aids. html. (4) Labor, United States Department of. Word related Safety Health Administration. 26 09 2012 http://www. osha. gov/doc/outreachtraining/htmlfiles/traintec. html. (2)Lucas, Stephen. â€Å"Guidelings for planning visual guides. † Lucas, Stephen. The Art of Public Speaking. Mcgraw-Hill Higher Education, n. d. 275-278. Step by step instructions to refer to Visual Aids, Essay models

Rules How to Properly Punctuate a Movie Title

Rules How to Properly Punctuate a Movie Title Creating an essay is a complex process that requires a lot of time, patience, attention, knowledge, and good writing skills. Apart from this, you have to know the main rules of correct punctuation. If you are making an essay and need to mention a movie title in it, its important to use proper punctuation. Remember that your work wouldnt look professional and clear without it, thats why we suggest reading our short guide. Here you will find all rules about how to punctuate a movie title in an essay. Why you should punctuate a movie title in an essay? When you are making an essay, its important to write it in a certain style. Each of those styles has various requirements for punctuation, thats why before writing you need to consider what style you have to use for your future paper. We suggest checking this moment with your teacher to clarify all requirements. Proper punctuation helps the author to be understandable by readers. If, for example, you are writing a sentence “I watched The Post”, readers may not understand you mentioned a movie title there, so you need to write more preciously like “I watched The Post” or “I watched “The Post” with my brother yesterday”. Usually, the punctuation of movie titles in your paper follows rules for other text types punctuation. But you should define what style to use for your work because different styles have different rules. Keep reading our article and get the main rules how to correctly punctuate a movie title. Best practices to punctuate a movie title When you want to mention a movie in your essay, you have to highlight the title. There are several ways how to make a text more visible: Rules how to properly punctuate a movie titleusing italics â€" you can italicize a movie title in your work: I watched The Matrix movie for more than ten times. using capitalization â€" when you want to put a movie title into your paper, you have to follow proper punctuation for the title of a movie: During winter holidays, I watched two great movies: The Greatest Showman and The Shape of Water. using underlines â€" this method was usually used in handwritten papers to highlight the needed text. Sometimes people can use it in printed articles too: during watching Pride and Prejudice, I learned a lot about morality and marriage in England of the 18th century. you can mark the movie title by using quotation marks: “12 Strong” is a great history movie that tells a story about soldiers in Afghanistan after 9/11. Key rules how to punctuate a movie title in an essay Here we will clarify how to write a movie title in your work in different styles. MLA, APA, Harvard, and Chicago styles In these four styles, movies are defined as “long texts”, so you should use Italic font for writing titles: She was all involved in watching Castle series. If a movie title includes punctuation or capitalization, write it down without any changes: My sister presented me with a great DVD movie What about Bob? Make all words capitalized except a, an, or, and, but, etc.: Last weekend I was going to watch Requiem for a Dream. For Chicago, MLA, and APA styles all first letters of words should be capitalized except prepositions, articles, and conjunctions until those words are first in the title: Hes just not that into You is my favorite movie with Jennifer Aniston. APA style requires capitalizing all words longer than four letters: Gone With the Wind is a wonderful movie about love. AP style This sort of title is used for newspapers mostly, and the correct punctuation for a movie title is using quotation marks: I enjoyed watching “Lost” with my friend, we are used to watching it after classes. If you need to place a comma or period after the title, you need to put it in the marks: My cousin started to watch “The Call,” but she realized its too scary for her to see. I invited my girlfriend to watch a romantic movie “500 Days of Summer.” If you are mentioning a movie title with a questioning mark, you need to put it in the quotation marks: My parents suggested watching an old film “What Ever Happened To Baby Jane?” Capitalize words, including conjunctions and prepositions that are four and more letters: My friend suggested me watching “Rebel Without A Cause”, an old drama about teenagers. When you are not sure how do you punctuate a movie title in an essay, discuss this question with your teacher or professor. Feel free to use our suggestions about various formats for movie titles. A good idea is to see how they wrote a title of a movie on the Internet. Anyway, different styles have various requirements, thats why movie titles can be written differently if you are making an essay on your computer, or if you are working on the article to publish online. Useful tips and recommendations Lets sum up everything we said before and provide you with useful tips on punctuation for movie titles in an essay: Dont start writing until you checked all questions and clarified requirements with your teacher; Read thoroughly all necessary requirements for the certain style of your future work; Define how you should write movie titles in your paper according to the style; When you finished your essay, dont forget to check it for grammar and punctuation errors; this will make your work professional and clean. We hope that you have learned how to punctuate a movie title in a sentence with our detailed guide. Follow these simple rules and create a great masterpiece to impress readers!

Case Analysis Prison Supplies Inc - 1151 Words

Executive Summary Objective †¢ To conduct preliminary due diligence on UniCal Prison Supplies, Inc to determine if the providing debt financing to the company has meaningful profit potential. Background †¢ UniCal Prison Supplies Inc. is a 25-year-old wholesale distribution company that specializes in business-to-government (B2G) procurement services. †¢ The company is experiencing cash flow problems and has not achieved profitability for the past five years. Management is seeking a $2 Million private long-term loan. †¢ The company has a history of successfully winning lucrative government contracts. Industry Summary †¢ U.S. federal government buys nearly $100 billion worth of goods and services from small businesses each year. †¢ UniCal has gone through the validation process and is an approved vendor with several government agencies across the nation. Financial Summary †¢ Ineffective oversight of the company’s financial management and internal controls made it difficult to determine adequate cash flow to service debt. †¢ The current profit margin is unsustainable and is well below the break-even point. †¢ The company has utilized 95% of its $1.5 million credit line with Lloyds Bank. †¢ Lloyds Bank has a blanket lien on all company assets, including the personal assets of the company’s owner. Risk Summary †¢ Stronger competitors in the industry will dominate and dilute the UniCal’s market share. †¢ Due to negative cash flow, the company has a history of reliability problems,Show MoreRelatedThe Growing Prison Industrial Complex1700 Words   |  7 Pages The growing Prison Industrial Complex is an intricate web of profit-maximizing business endeavors at the expense of the livelihood of people of color in the continental United States and abroad. With immigration from Mexico and Latin America increasing each year and definitions of who is â€Å"legal† becoming more constricting as the Obama administration cracking down on illegal border crossing, undocumented immigrants are the fastest growing prison population. This research projects aims to look howRead More Marijuana Legalization Essay1475 Words   |  6 Pagesnicotine, have been shown to destroy nerve cells in the hippocampus. This study suggests that cannabinoids are the only illicit drug that can promote adult hippocampal neurogenesis following chronic administration (Cannabis Boosts). * An analysis of previous experiments as presented in the journal Current Opinion in Pharmacology, presented that those who use cannabis in moderation, even long term will not suffer any lasting physical or mental harm. Overall, by comparison with other drugsRead MoreEnron And Its Impact On Enron s Downfall Essay1492 Words   |  6 Pagesgovernment and academics in the recent past. Enron’s case was the greatest failure in the history of American capitalism and had a major impact on financial markets by causing significant losses to investors. Enron was a company ranked by Fortune as the most innovative company in the United States; it exemplified the transition from the production to the knowledge economy. Many lessons can we learn from its collapse. In this paper we present an analysis of the factors that contributed to Enron’s riseRead MoreEssay on Case Analysis on Prohibition1068 Words   |  5 PagesCase Analysis on Prohibition The 18th Amendment, better known as The Volstead Act, which was the outlawing the selling and manufacturing of alcohol in the United States, was put into law in 1920. The groups who were pushing for this amendment for years on the grounds of religious and moral reasons were The Anti Saloon League and the Woman’s Temperance Union had their own agenda, but others also for it for growing resentment of new immigrants who were calling America home at that time. The whiteRead MoreEssay The American with Disabilities Act2290 Words   |  10 Pagesdisability to be able to participate in services, programs, and activities who can meet the essential eligibility requirements. Such places that must make these accommodations are schools, libraries, police and fire department, public hospitals, jails and prisons, motor vehicle departments, parks and recreation programs, food stamp offices, and welfare and social service agencies. Because these places serves to the public they cannot neg lect people with disabilities. Title III gives equal access to publicRead MoreLaw Enforcement in the 21st Century15936 Words   |  64 PagesLaw Enforcement in a Democratic Society cha pt er 1 ISBN 0-558-46766-0 Law Enforcement in the 21 Century, Second Edition, by Heath B. Grant and Karen J. Terry. Published by Allyn Bacon. Copyright  © 2008 by Pearson Education, Inc. st Chapter Out line INTRODUCTION The Themes of the Book The Police Function: Social Control and the Use of Force Policing Within the Rule of Law: The Challenges of Discretion The Delicate Balance: Crime Control versus Due Process The Levels of Law Enforcement MunicipalRead MorePhar Mor Case8496 Words   |  34 Pages~ Case 6 Phar-Mor, Inc.: Accounting Fraud, Litigation, and Auditor Liability Mark S. Beasley, Frank A. Buckless, Steven M. Glover, Douglas F. Prawitt LEARNING OBJECTIVES After completing and discussing this case, you should be able to . . Identify factors contributing to an environment conducive to accounting fraud . Understand what factors may inappropriately influence the client-auditor relationship and auditor independence Understand auditor legal liability issues related to suits broughtRead MoreThe Relationship Between Drugs and Crime3456 Words   |  14 Pagesand make a nice profit, even after buying enough for his personal supply. He thinks that this is not such a bad idea, so he is stepping into a larger realm of criminality. But, it does not stop there. He has been introduced to more potent drugs: heroin, cocaine, and even pills. His problem has increased because he is now hooked, or addicted on the more expensive stuff that he now has to sell in order to keep himself in supply, and of course, to make more money. This is the sad scenario for aRead MoreSociological View on Deviance and Drug Use Essay8777 Words   |  36 Pageslooked upon as lacking loyalty, among cultures that have tendency toward under statement and non verbal communication, frankness may not be appreciated. Women and young people who are outspoken may be considered aggressive or disrespectful. In most cases, socialization effectively develops conforming citizens. However, human nature and society are too complex for us to expect absolute uniformity. Deviation does occur. Understanding deviance involves, at a basic minimum, at least three dimensionsRead MoreEssay Economics Guided Reading Answers8260 Words   |  34 PagesOpportunity cost 4. opportunity cost 5. fully employed 6. the process of creating goods and services 6. production possibilities frontier 7. a. description: We need to know what the world 7. maximum combinations around us looks like. b. analysis: It helps us to discover why things work and how things happen. c. explanation: If we all have a common understanding of the way our economy works, some economic problems will be much easier to address or even fix in the future. d. prediction:

The Importance of Business Ethics in Ireland - 2432 Words

The Importance of Business Ethics in Ireland Sonia Lorena Richards Cross cultural Human Relations and Negotiations April 27, 2010 Globalization has created opportunities for countries like Ireland to flourish. â€Å"Ireland is now classed as a high income economy by the World Bank on the basis of gross national income (Chhokar 365).† The importance of business ethics is fairly new in Ireland. Explanations for this might be sought in the country’s colonial history and late economic development, its size, the homogeneity of Irish society, and religion (Keating 9). These things need to be considered while doing business in Ireland. There are many opportunities for other countries to do business with Ireland because it is dependent on†¦show more content†¦There has been a comparative study done on the effects of ethical leadership in Ireland and the United states. Even though they are very similar and from the same cluster, they differ in some aspects (Keating 10). Keating explains that â€Å"ethical leadership focuses on how leaders use their social power in the decision they make, actions they engage in and ways they influence others (Keating 7).† According to Keating, there are 6 attributes of ethical leadership: character/integrity, ethical awareness, community/people orientation, motivational, encouraging/empowering and ethical accountability. It is important for managers to know that leadership varies from country to country because of different cultural norms and values. History can also tie in differences of leadership. The only difference between the United States and Ireland was the character/integrity attribute. â€Å"In Ireland, leadership is characterized by a strong charismatic, team-oriented approach coupled with a participative and human orientation. In Irish society, character and integrity are rooted more strongly in relationships within one’s social network than in a set of obligations to outsiders (Keating 17).† The United States is the opposite where it is more individualistic and focuses on individuals then the society. They are required to just know the code of ethics and circulate it to all the employees and stressed upon induction (Alderson 435). Alderson’s study pointed out that Irish managersShow MoreRelatedCode of Professional Conduct1488 Words   |  6 Pagesprofessional conduct drawn up by the institute of public relations and summarise the importance of the code? The public affairs practice has many definitions one such definition is communicating with the public to create and sustain good mutual relations with a organisation or company. 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Organizational change in nations can also bring to the forefront how the structure of the economy can impact stakeholder coalition. Hurrell (2013) discussed a two dimensional process for peace and ethics in a worldwide perspective by positing â€Å"economic globalization and integration on the one hand, and the character of major interstate relations on the other†. This can best be analyzed by the perception that the inter-relatedness of countries is becomingRead MoreThe Role Of Corporate Social Responsibility On Csr1666 Words   |  7 Pagesdevelop and sustain differentiated brand names. The importance and eminence of Corporate Social Responsibility (CSR) across the business world started to increase during 1998-2007. Role conflicts often arise when competing demands like business goals and social goals are in question. The increase in the sense of social responsibility,stakeholder pressures and concerns for the environment has heightened the focus of businesses on CSR. A business that fulfils its CSR sufficiently can expect an improvementRead MoreEthical Leadership At Building A Workplace Based On Ethical Factors1383 Words   |  6 Pagesbuilt on strong ethics and values .(Bellingham, 2003, p.82). The more psychology looks at the topic of ethical leadership and analysis it, the more difficult it has been for individuals to argue against the mythology of it. It is nearly impossible for one to believe that organizations that are run by ethical leadership do not contain some form of unethical activity ranging from an employee stealing a stapler to committing a serious fraud. Ethical leadership varies due to how ethics is based off personalRead MoreEvaluation of Culture Background of Germany, Japan, and Ireland1696 Words   |  7 PagesEvaluation of culture background of Germany, Japan, and Ireland through Hofstede Cultural Dimension As professor Geert Hofstede put, Culture is more often a source of conflict than of synergy. 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External Business Market: Wal-Mart’s Continuity Plan Creating a strategic business continuity plan includes analyzing possible risks. Important factors to consider when developing a continuity plan are employees, equipment, and data. In the event of a disaster, the company must be prepared to continueRead MoreResourcing Talent1241 Words   |  5 Pagestelephone interviews and contributing to job offer and rejection letters. Key legislation pertaining to recruitment and selection will be covered. Finally, they will also learn more about good practice in employee induction and retention and the importance of collaborative working with other stakeholders. This unit is suitable for persons who: †¢ are aspiring to, or embarking on, a career in HR/LD †¢ are working in the field of HR/LD in a support role and wish to develop their knowledge and

Company Law Problem Question Free Essays

string(173) " this chapter is the duty to act within their powers \(s171\), to promote the success of the company \(s172\) and to exercise reasonable care, skill and diligence \(s174\)\." Introduction The formation of a limited company and the management thereof is a complex set of legal principles contained in common law and statute. The fundamental basis of association between the members and directors of a company is one which is essentially based in contract[1] and as such the enforcement of decisions through the relative power of these stakeholders is primarily based on these articles, informed by legal principles contained in the common law and statute. The autonomy that limited liability affords a company is one of the associated benefits and as such, the courts are hesitant to enforce obligations which may directly undermine this principle. We will write a custom essay sample on Company Law Problem Question or any similar topic only for you Order Now With this in mind, the following opinion seeks to consider the legal issues surrounding the Articles of Association and the concerns raised by Bradley and the other shareholders of TLC. Thereafter, the opinion will consider the liability of TLC for the actions of the insolvent subsidiary companies, Better Built Homes Ltd. and Retirement Villas Ltd. 1. Tony Leicester and Articles of Association The law of companies in the United Kingdom has placed the power to run a company firmly within the hands of the directors of the company, however this does not preclude the powers of shareholders to affect certain decisions within the company.[2] Certain key concepts will be defined below in order to determine how the members may remove Tony Leicester as a director and technical consultant, as well as to change the name of the company. The role of members in a company has become increasingly passive as company law has developed and to this extent, there is the opinion that the powers of members has resorted to rubber-stamping recommendations of the directors.[3] Articles of Association The articles of association constitute the primary constitutional document between the members and the directors, which define the division of power between the two. The articles can be said to constitute a contract between the members of the company and the directors, and as a result orthodox rules of contractual interpretation are applied thereto. The courts have routinely taken a conservative approach to the interpretation of the articles of association and have consistently disallowed the reading in or amendment of the articles to reflect anything other than that which can be expressly interpreted from the wording thereof, regardless of any established intention to the contrary.[4] The intention of the members at the time of signature of the articles seems to be irrelevant for the purposes of interpreting and amending the articles, and therefore whether the members of TLC were in disagreement with the terms of the articles as drafted and amended by Tony Leicester is irrelevant for the purposes of rectification. The court has stated that it has no jurisdiction to rectify the articles in such an event.[5] This means that the court will not amend the articles, despite it having been the product of Tony Leicester exclusively. Common law principles of company law have also developed equally conservatively, with the court refusing to enforce any resolution by the members which disregards the terms of the articles themselves.[6] In Imperial Hydropathetic Hotel v Hampson refused to enforce a resolution of a general meeting to remove two directors in contrary to an article which afforded them a fixed tenure.[7] This applies equally to the power of members to overrule decisions by the directors with regards to the company’s business activities.[8] To this extent, any decision taken in contradiction of the articles will be dismissed. This approach by the court is subject to a number of exceptions contained in the Companies Act 2006. Although the Board of Directors wishes to remit the matter for adjudication in terms of Article 60, the shareholders do have some statutory power in terms of the appointment and regulation of the directors conduct and therefore, where these exceptions exist, the shareholders d o not necessarily have to comply with this directive. Changing the Name of TLC The ratio of Quin Axtens Ltd v Salmon[9] is analogous to the case of TLC, as the court granted an injunction against the progression of a business decision which required the unanimous support of the two directors, of which only one agreed and was supported by a resolution of the members in support thereof. To this extent therefore, the Articles of TLC are valid and no resolution by the members will have any effect to the extent that they are in contravention of the Articles themselves. Therefore, changing of the name of TLC cannot be effected without unanimous agreement by the shareholders and the allocation of shares will need the unanimous consent of all directors. In order to change the name of TLC therefore, the articles of association requiring unanimous consent from all shareholders will first need to be amended. Removal of Tony Leicester as Director of TLC With regards to Tony Leicester’s tenure as director of TLC, s168(1) of the Companies Act expressly states that â€Å"[a] company may by ordinary resolution at a meeting remove a director before the expiration of his period of office, notwithstanding anything in any agreement between it and him.† An ordinary resolution is one which requires a simple majority of the shareholders to pass the resolution.[10] Therefore, any term in the articles of association which disallows the removal of a director from office is not enforceable. The implication of this is that, despite the life-appointment of Tony Leicester as a director in the articles of association, the Companies Act expressly allows the removal of him from his office as a director by ordinary resolution. As Tony Leicester only holds 40% of the total shares of TLC, the remainder of the shareholders in agreement will constitute a simple majority and therefore can remove him from office by way of an ordinary resolution. Chapter 2 of the Companies Act 2006 describes the general scope and nature of the duties of a director. Included in this chapter is the duty to act within their powers (s171), to promote the success of the company (s172) and to exercise reasonable care, skill and diligence (s174). You read "Company Law Problem Question" in category "Essay examples" These duties are owed by a director of the company to the company. The scope of what constitutes the company was originally interpreted as including the shareholders only, however in recent years this debate has been extended to the broader group of stakeholders, which may include customers, suppliers and any group which may have an interest in the company.[11] Prior to recent codification of these duties in the statute, these were contained in the common law. As these duties are owed to a company, a company may bring an action against a director for breach of these duties. The Company’s Act provides a number of remedies in the case of breach of these duties, which include inter alia damages and restitution. Therefore, in addition to removing Tony Leicester as director, he may well face liability for any damages caused in his alcohol-fuelled outbursts. Dismissal of Tony Leicester as a Technical Consultant Directors are not automatically entitled to remuneration and generally, their conduct as an employee will be governed by their service contract.[12] Chapter 4 of the Companies Act provides the legal framework for application to these contracts and in the case of a service contract with a director, the provisions of Chapter 4 apply to all types of employment and therefore, Tony Leicester’s status as a consultant falls within the ambit of this provision. Section 188 specifically applies to directors whose contracts are longer than two years in duration, a provision which is application in the current case and further provides that the agreement must be made available to the shareholders for inspection. Importantly in the current case, s188 provides that a service contract with a director which is longer than 2 years in duration must be approved by the shareholders in a general meeting. In the absence of this approval, the contract is void and subject to termination with reasonab le notice. On application of this provision to Tony Leicester, his employment with TLC as a consultant can be terminated with reasonable notice if the shareholders in agreement do not approve his service contract. As this provision is designed to prevent abuse by directors of the power in this capacity, the terms of Article 58 providing for indefinite employment for Tony Leicester by TLC does not preclude the requirement for approval by the shareholders. Assuming therefore that Bradley and the other shareholders are in agreement of Tony Leicester’s unsuitability for employment in the company, his employment as a technical consultant with the company can be terminated. 2. Piercing the Corporate Veil: Liability for TLC and/or its Directors The critical issue of whether TLC or Bradley may be held liable for the transactions of Better Build Homes and Retirement Villas raises the question of the importance of limited liability and the exceptions to this rule of company law, known as piercing the corporate veil. The doctrine of separate legal personality still forms an essential cornerstone of company law in the United Kingdom. The doctrine protects the interests of shareholders allowing limited liability which is essential for the efficient running of corporations under the current legislation. Despite a number of exceptions to this doctrine in common law since its inception, these all follow a similar trend in purpose. The doctrine of separate legal personality was laid down in Solomon v Solomon where the court stated the importance of this doctrine as follows: â€Å"The company is at law a different person altogether from the subscribers to the Memorandum and, although it may be that after incorporation the business is precisely the same as it was before, and the same persons are managers, and the same hands receive the profits, the company is not in law the agent of the subscribers or the trustee for them. Nor are subscribers as members liable, in any shape or form, except to the extent and in the manner provided by the Act.†[13] Therefore, unless an act of the company or its directors fall within the ambit of certain exceptions a court will not pierce the corporate veil of limited liability. The application of this principle is equally important for protecting the members of a company in the advent of insolvency or liquidation. Both the legislature and the courts have recognized however that there are certain instances where the veil of corporate personality is used for improper purposes, particularly in the case of group structures as is the case with TLC. One of the notable exceptions is fraudulent trading, which is contained in s993 of the Companies Act 2006 and the Insolvency Act 1986 (s213 – 215). These provisions are aimed at attributing liability for carrying on business with the intention of defrauding creditors or any other fraudulent purpose. The common law principles of lifting the veil echo the provision of remedies in the case of improper business purposes and indicate that there must be some element of improper conduct in order to do so. Indeed, the courts have interpreted the landmark judgment of Adams v Cape Industries[14] to create three circumstances for piercing the veil. The court is entitled to pierce the veil of corporate personality where they are interpreting a statute or document requiring them to do so, where there are special circumstances which indicate that corporate personality is a facade for concealing the true facts and in application of the agency principle. On the facts of the case of TLC, it is clear that these exceptions do not apply and therefore based on the common law and statutory principles, the veil cannot be pierced on these principles alone. An area of development in current law however is piercing the corporate veil in the case of tortuous liability. The courts have held that in the case of personal injury, the veil of corporate personality may be lifted to attribute liability of a subsidiary company to the holding company.[15] Both the case of Lubbe and Connelly involved a cause of action which arose outside of the jurisdiction of the English Courts, but which was nonetheless heard in England because the interests of justice required it to be so. In both cases, it was found that the duty of care with respect to the health and safety of the employees extended to the parent company. In the case of Retirement Villas Ltd. therefore, these principles are analogous. Assuming that the elements of liability in tort are established, the courts will be willing to attribute liability for the defective construction of these houses to TLC. Despite the analogous principles between personal and commercial torts, the treatment of these issues in law is strikingly different. In the case of BBHs, this may arguably constitute a case of a commercial tort, as they are based on the negligent misstatements of Bradley in his capacity as director of TLC. In the case of Williams v Natural Life Health Foods, the House of Lords declined to pierce the corporate veil for a number of misstatements made by an employee to the claimant.[16] The House of Lords in this case stated that there would only be personal liability of a director or employee if the negligent misstatement had created reasonable reliance by the claimant on the assumption of personal liability by the director to create a special relationship. However, if the misstatements were made with the purposes of deceiving the claimant, then personal liability will ensue.[17] It stands to reason therefore that in order for Bradley to face personal liability for the claims made abo ut the BBH houses, it will need to be proven that either he intentionally deceived the claimants or that there was the creation of reasonable reliance according to the Williams principle.[18] There is no indication on the facts that Bradley took personal responsibility for the claims he made about the BBH houses and as such, it is unlikely that he will face personal liability for his negligent misstatements. In order to attribute liability to TLC for the commercial tort in this case, the principles established in Adams would need to apply. There is no indication on the facts that TLC would be liable on this principle as the misstatements made were by Bradley alone and there is no indication of a facade concealing the true facts creating fraudulent intent. Conclusion The potential legal issues facing TLC therefore seem to have a mixed result in terms of outcomes. It seems that with regards to the situation with Tony Leicester, they are able to remove him as a director and terminate his service contract. However with regards to changing the name of TLC, there will need to be an amendment of the articles of association to remove the requirement of unanimity between the shareholders. With regards to the potential liability for the negligent tortuous acts of the subsidiary companies, it is unlikely that Bradley or TLC will face liability for the BBH houses. TLC however will face liability for the personal injuries of the claimants against RVL, as there is significant precedent in the case of tortuous liability for personal injury and unfortunately for TLC, the health and safety standards creating a duty of care between the claimants and RVL is likely to extend to TLC as the parent company. This however assumes that the elements of tort required to es tablish liability are established by the claimants in the case. Bibliography Legislation Common Law Adams v Cape Industries plc [1990] Ch 433 Automatic Self-Cleaning Filter Syndicate Co Ltd v Cuninghame [1906] 2 Ch 34 Bratton Seymour Service Co Ltd v Oxborough [1992] BCLC 693 Connelly v RTZ Corporation plc [1997] UKHL 30 Daido Asia Japan Company Ltd v. Rothen [2001] EWHC Ch 163 Equitable Life Assurance Society v Hyman [2002] 1 AC 408 Imperial Hydropathetic Hotel Co, Blackpool v Hampson [1882] 23 Ch D 1 Lubbe v Cape Plc [2000] UKHL 41 Noel v Poland and another – [2001] All ER (D) 145 Quin Axtens Ltd v Salmon [1909] AC 442 Salomon v Salomon [1897] A.C. 22 at 51 Scott v Frank F Scott (London) Ltd [1940] Ch. 794 Williams v Natural Life Health Foods Ltd [1998] UKHL 17 Secondary Sources Blake Lapthorn Tarlo Lyons (2007) Directors Duties. [online] Available on: http://www.bllaw.co.uk/PDF/Corp_0308_Directors%20Duties%20website%2027-02-08.pdf [Accessed 3 March 2013] Drury, R. (1986) The Relative Nature of a Shareholder’s Right to Enforce the Company Contract. The Cambridge Law Journal, vol 45, issue 2, pp. 219 – 246 Sealy, L. Wothington. S. (2008) Cases Materials in Company Law. (9Ed) Oxford: Oxford University Press How to cite Company Law Problem Question, Essay examples

Company Law Problem Question Free Essays

string(173) " this chapter is the duty to act within their powers \(s171\), to promote the success of the company \(s172\) and to exercise reasonable care, skill and diligence \(s174\)\." Introduction The formation of a limited company and the management thereof is a complex set of legal principles contained in common law and statute. The fundamental basis of association between the members and directors of a company is one which is essentially based in contract[1] and as such the enforcement of decisions through the relative power of these stakeholders is primarily based on these articles, informed by legal principles contained in the common law and statute. The autonomy that limited liability affords a company is one of the associated benefits and as such, the courts are hesitant to enforce obligations which may directly undermine this principle. We will write a custom essay sample on Company Law Problem Question or any similar topic only for you Order Now With this in mind, the following opinion seeks to consider the legal issues surrounding the Articles of Association and the concerns raised by Bradley and the other shareholders of TLC. Thereafter, the opinion will consider the liability of TLC for the actions of the insolvent subsidiary companies, Better Built Homes Ltd. and Retirement Villas Ltd. 1. Tony Leicester and Articles of Association The law of companies in the United Kingdom has placed the power to run a company firmly within the hands of the directors of the company, however this does not preclude the powers of shareholders to affect certain decisions within the company.[2] Certain key concepts will be defined below in order to determine how the members may remove Tony Leicester as a director and technical consultant, as well as to change the name of the company. The role of members in a company has become increasingly passive as company law has developed and to this extent, there is the opinion that the powers of members has resorted to rubber-stamping recommendations of the directors.[3] Articles of Association The articles of association constitute the primary constitutional document between the members and the directors, which define the division of power between the two. The articles can be said to constitute a contract between the members of the company and the directors, and as a result orthodox rules of contractual interpretation are applied thereto. The courts have routinely taken a conservative approach to the interpretation of the articles of association and have consistently disallowed the reading in or amendment of the articles to reflect anything other than that which can be expressly interpreted from the wording thereof, regardless of any established intention to the contrary.[4] The intention of the members at the time of signature of the articles seems to be irrelevant for the purposes of interpreting and amending the articles, and therefore whether the members of TLC were in disagreement with the terms of the articles as drafted and amended by Tony Leicester is irrelevant for the purposes of rectification. The court has stated that it has no jurisdiction to rectify the articles in such an event.[5] This means that the court will not amend the articles, despite it having been the product of Tony Leicester exclusively. Common law principles of company law have also developed equally conservatively, with the court refusing to enforce any resolution by the members which disregards the terms of the articles themselves.[6] In Imperial Hydropathetic Hotel v Hampson refused to enforce a resolution of a general meeting to remove two directors in contrary to an article which afforded them a fixed tenure.[7] This applies equally to the power of members to overrule decisions by the directors with regards to the company’s business activities.[8] To this extent, any decision taken in contradiction of the articles will be dismissed. This approach by the court is subject to a number of exceptions contained in the Companies Act 2006. Although the Board of Directors wishes to remit the matter for adjudication in terms of Article 60, the shareholders do have some statutory power in terms of the appointment and regulation of the directors conduct and therefore, where these exceptions exist, the shareholders d o not necessarily have to comply with this directive. Changing the Name of TLC The ratio of Quin Axtens Ltd v Salmon[9] is analogous to the case of TLC, as the court granted an injunction against the progression of a business decision which required the unanimous support of the two directors, of which only one agreed and was supported by a resolution of the members in support thereof. To this extent therefore, the Articles of TLC are valid and no resolution by the members will have any effect to the extent that they are in contravention of the Articles themselves. Therefore, changing of the name of TLC cannot be effected without unanimous agreement by the shareholders and the allocation of shares will need the unanimous consent of all directors. In order to change the name of TLC therefore, the articles of association requiring unanimous consent from all shareholders will first need to be amended. Removal of Tony Leicester as Director of TLC With regards to Tony Leicester’s tenure as director of TLC, s168(1) of the Companies Act expressly states that â€Å"[a] company may by ordinary resolution at a meeting remove a director before the expiration of his period of office, notwithstanding anything in any agreement between it and him.† An ordinary resolution is one which requires a simple majority of the shareholders to pass the resolution.[10] Therefore, any term in the articles of association which disallows the removal of a director from office is not enforceable. The implication of this is that, despite the life-appointment of Tony Leicester as a director in the articles of association, the Companies Act expressly allows the removal of him from his office as a director by ordinary resolution. As Tony Leicester only holds 40% of the total shares of TLC, the remainder of the shareholders in agreement will constitute a simple majority and therefore can remove him from office by way of an ordinary resolution. Chapter 2 of the Companies Act 2006 describes the general scope and nature of the duties of a director. Included in this chapter is the duty to act within their powers (s171), to promote the success of the company (s172) and to exercise reasonable care, skill and diligence (s174). You read "Company Law Problem Question" in category "Essay examples" These duties are owed by a director of the company to the company. The scope of what constitutes the company was originally interpreted as including the shareholders only, however in recent years this debate has been extended to the broader group of stakeholders, which may include customers, suppliers and any group which may have an interest in the company.[11] Prior to recent codification of these duties in the statute, these were contained in the common law. As these duties are owed to a company, a company may bring an action against a director for breach of these duties. The Company’s Act provides a number of remedies in the case of breach of these duties, which include inter alia damages and restitution. Therefore, in addition to removing Tony Leicester as director, he may well face liability for any damages caused in his alcohol-fuelled outbursts. Dismissal of Tony Leicester as a Technical Consultant Directors are not automatically entitled to remuneration and generally, their conduct as an employee will be governed by their service contract.[12] Chapter 4 of the Companies Act provides the legal framework for application to these contracts and in the case of a service contract with a director, the provisions of Chapter 4 apply to all types of employment and therefore, Tony Leicester’s status as a consultant falls within the ambit of this provision. Section 188 specifically applies to directors whose contracts are longer than two years in duration, a provision which is application in the current case and further provides that the agreement must be made available to the shareholders for inspection. Importantly in the current case, s188 provides that a service contract with a director which is longer than 2 years in duration must be approved by the shareholders in a general meeting. In the absence of this approval, the contract is void and subject to termination with reasonab le notice. On application of this provision to Tony Leicester, his employment with TLC as a consultant can be terminated with reasonable notice if the shareholders in agreement do not approve his service contract. As this provision is designed to prevent abuse by directors of the power in this capacity, the terms of Article 58 providing for indefinite employment for Tony Leicester by TLC does not preclude the requirement for approval by the shareholders. Assuming therefore that Bradley and the other shareholders are in agreement of Tony Leicester’s unsuitability for employment in the company, his employment as a technical consultant with the company can be terminated. 2. Piercing the Corporate Veil: Liability for TLC and/or its Directors The critical issue of whether TLC or Bradley may be held liable for the transactions of Better Build Homes and Retirement Villas raises the question of the importance of limited liability and the exceptions to this rule of company law, known as piercing the corporate veil. The doctrine of separate legal personality still forms an essential cornerstone of company law in the United Kingdom. The doctrine protects the interests of shareholders allowing limited liability which is essential for the efficient running of corporations under the current legislation. Despite a number of exceptions to this doctrine in common law since its inception, these all follow a similar trend in purpose. The doctrine of separate legal personality was laid down in Solomon v Solomon where the court stated the importance of this doctrine as follows: â€Å"The company is at law a different person altogether from the subscribers to the Memorandum and, although it may be that after incorporation the business is precisely the same as it was before, and the same persons are managers, and the same hands receive the profits, the company is not in law the agent of the subscribers or the trustee for them. Nor are subscribers as members liable, in any shape or form, except to the extent and in the manner provided by the Act.†[13] Therefore, unless an act of the company or its directors fall within the ambit of certain exceptions a court will not pierce the corporate veil of limited liability. The application of this principle is equally important for protecting the members of a company in the advent of insolvency or liquidation. Both the legislature and the courts have recognized however that there are certain instances where the veil of corporate personality is used for improper purposes, particularly in the case of group structures as is the case with TLC. One of the notable exceptions is fraudulent trading, which is contained in s993 of the Companies Act 2006 and the Insolvency Act 1986 (s213 – 215). These provisions are aimed at attributing liability for carrying on business with the intention of defrauding creditors or any other fraudulent purpose. The common law principles of lifting the veil echo the provision of remedies in the case of improper business purposes and indicate that there must be some element of improper conduct in order to do so. Indeed, the courts have interpreted the landmark judgment of Adams v Cape Industries[14] to create three circumstances for piercing the veil. The court is entitled to pierce the veil of corporate personality where they are interpreting a statute or document requiring them to do so, where there are special circumstances which indicate that corporate personality is a facade for concealing the true facts and in application of the agency principle. On the facts of the case of TLC, it is clear that these exceptions do not apply and therefore based on the common law and statutory principles, the veil cannot be pierced on these principles alone. An area of development in current law however is piercing the corporate veil in the case of tortuous liability. The courts have held that in the case of personal injury, the veil of corporate personality may be lifted to attribute liability of a subsidiary company to the holding company.[15] Both the case of Lubbe and Connelly involved a cause of action which arose outside of the jurisdiction of the English Courts, but which was nonetheless heard in England because the interests of justice required it to be so. In both cases, it was found that the duty of care with respect to the health and safety of the employees extended to the parent company. In the case of Retirement Villas Ltd. therefore, these principles are analogous. Assuming that the elements of liability in tort are established, the courts will be willing to attribute liability for the defective construction of these houses to TLC. Despite the analogous principles between personal and commercial torts, the treatment of these issues in law is strikingly different. In the case of BBHs, this may arguably constitute a case of a commercial tort, as they are based on the negligent misstatements of Bradley in his capacity as director of TLC. In the case of Williams v Natural Life Health Foods, the House of Lords declined to pierce the corporate veil for a number of misstatements made by an employee to the claimant.[16] The House of Lords in this case stated that there would only be personal liability of a director or employee if the negligent misstatement had created reasonable reliance by the claimant on the assumption of personal liability by the director to create a special relationship. However, if the misstatements were made with the purposes of deceiving the claimant, then personal liability will ensue.[17] It stands to reason therefore that in order for Bradley to face personal liability for the claims made abo ut the BBH houses, it will need to be proven that either he intentionally deceived the claimants or that there was the creation of reasonable reliance according to the Williams principle.[18] There is no indication on the facts that Bradley took personal responsibility for the claims he made about the BBH houses and as such, it is unlikely that he will face personal liability for his negligent misstatements. In order to attribute liability to TLC for the commercial tort in this case, the principles established in Adams would need to apply. There is no indication on the facts that TLC would be liable on this principle as the misstatements made were by Bradley alone and there is no indication of a facade concealing the true facts creating fraudulent intent. Conclusion The potential legal issues facing TLC therefore seem to have a mixed result in terms of outcomes. It seems that with regards to the situation with Tony Leicester, they are able to remove him as a director and terminate his service contract. However with regards to changing the name of TLC, there will need to be an amendment of the articles of association to remove the requirement of unanimity between the shareholders. With regards to the potential liability for the negligent tortuous acts of the subsidiary companies, it is unlikely that Bradley or TLC will face liability for the BBH houses. TLC however will face liability for the personal injuries of the claimants against RVL, as there is significant precedent in the case of tortuous liability for personal injury and unfortunately for TLC, the health and safety standards creating a duty of care between the claimants and RVL is likely to extend to TLC as the parent company. This however assumes that the elements of tort required to es tablish liability are established by the claimants in the case. Bibliography Legislation Common Law Adams v Cape Industries plc [1990] Ch 433 Automatic Self-Cleaning Filter Syndicate Co Ltd v Cuninghame [1906] 2 Ch 34 Bratton Seymour Service Co Ltd v Oxborough [1992] BCLC 693 Connelly v RTZ Corporation plc [1997] UKHL 30 Daido Asia Japan Company Ltd v. Rothen [2001] EWHC Ch 163 Equitable Life Assurance Society v Hyman [2002] 1 AC 408 Imperial Hydropathetic Hotel Co, Blackpool v Hampson [1882] 23 Ch D 1 Lubbe v Cape Plc [2000] UKHL 41 Noel v Poland and another – [2001] All ER (D) 145 Quin Axtens Ltd v Salmon [1909] AC 442 Salomon v Salomon [1897] A.C. 22 at 51 Scott v Frank F Scott (London) Ltd [1940] Ch. 794 Williams v Natural Life Health Foods Ltd [1998] UKHL 17 Secondary Sources Blake Lapthorn Tarlo Lyons (2007) Directors Duties. [online] Available on: http://www.bllaw.co.uk/PDF/Corp_0308_Directors%20Duties%20website%2027-02-08.pdf [Accessed 3 March 2013] Drury, R. (1986) The Relative Nature of a Shareholder’s Right to Enforce the Company Contract. The Cambridge Law Journal, vol 45, issue 2, pp. 219 – 246 Sealy, L. Wothington. S. (2008) Cases Materials in Company Law. (9Ed) Oxford: Oxford University Press How to cite Company Law Problem Question, Essay examples