Friday, May 22, 2020

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:

Friday, May 8, 2020

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. There are P.R. agents who work in-house and others which work for a agency where ever you work as a P.R. practitioner are certain codes of ethics you are asked to follow drawn up in the code of Lisbon drawn up in or the codeRead MoreEthics in Red Bull1195 Words   |  5 Pages Ethics in Red-Bull Name: Institution affiliation Ethics in Red Bull Introduction Red Bull is an energy drink that is produced by the company known, as Red Bull GmbH. Red Bull is the world leading energy drink. It sells more than 4, 000, 000, 000 cans all over the world. Red Bull drink incorporates ingredients like; caffeine, glucuronolactone, sucrose, B-group vitamins, glucose, and taurine. Besides, Red Bull drink is packed in aluminum cans. The company goes by the slogan â€Å"Red BullRead MoreStakeholder Salience Essay1265 Words   |  6 Pagesresistance, and a plethora of collateral damage. 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. Cultural differences are a nuisance at best and often a disaster. Therefore, understanding different cultures in different countries is a significant issue for multinational enterprises, especially for the inevitable trend of globalization. As our project aims at analyzing the international expansion ofRead MoreThe Great Depression Of The United Kingdom After The European Union Essay1379 Words   |  6 Pagesfound that economic growth does play a vital role in church attendance (Explanations Of Changes). When the economy is prospering, then church attendance will consequently start to decline. David Voas supports as he discusses how an economic boom in Ireland caused church attendance, religious belief, and religious behavior (Value Liberalization Or Consumption). In Paul Olson’s study of watching Protestant churches, he goes into detail about the factors of why people attend church. One of those reasonsRead MoreEvaluate the Internal and External Influence on Primark and Relate to It to Best Practices, Corporate Governance, Corporate Social Responsibility and Ethics?1757 Words   |  8 PagesSOCIAL RESPONSIBILITY AND ETHICS CONCLUSION REFERENCES Evaluate the internal and external influence on Primark and relate to it to best practices, corporate governance, corporate social responsibility and ethics? Majority organizations need best practices for achieving organizational objectives in the terms of profit, social and ethics issues. Primark’s best practice frame work is discussing below: PRIMARKS HISTORY Foundation of Primark in Ireland In June 1969, the firstRead MoreExternal Environment Analysis1926 Words   |  8 Pageshave created a negative image of Wal-Mart and a major reason the company experiences difficulty in penetrating new markets. Further, legal issues are viewed poorly by the public and reduce continuity. 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

Wednesday, May 6, 2020

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

Tuesday, April 28, 2020

The Hobbit Essays (761 words) - The Hobbit, New Zealand Films

The Hobbit The Hobbit By J.R.R. Tolkien Don't judge a book by its cover. This famous phrase can very well be applied to the hobbit a small human like creature that goes along with 13 dwarves and a wizard. The wizard, Gandalf, has total faith in the little hobbit knowing full well that when the time comes he will serve the dwarves quite well. He does this with the help of a ring that makes him invisible. He saves the dwarves from evil spiders that wish to eat them. Uses it to help them escape the clutches of elves that would keep them in their clutches for some time. And to find out the weakness of an evil dragon bent on destroying all those opposing him. Our little hobbit friend is quite an extraordinary little fellow compared to many who probably would have run off the first chance they had, and he proves himself by being brave. He doesn't just think about saving his own hide, but all the dwarves as well. Bilbo Baggins, that is the name of our hero, finds a ring on the floor of a cave; little does he know that this will save he and his friends many a time. Giant spiders capture him and his friends as they are passing through the woods. He first kills the spider that is trying to eat him with his sword. After which he puts on his ring of invisibility and taunts the spiders into following him away from his friends. He then doubles back and cuts his friends out of their respective webs. After that there is a long battle the spiders venom had weakened the dwarves almost to a point that they couldn't stand. So Bilbo had to do most of the fighting. He saved his friends. They get away and all live happily ever after? right? No there will be more danger this is only the beginning. After all of Bilbo's friends are saved elves capture them. It is a good thing Bilbo has his ring on. He follows the elves and gets into the place in which they are captured. He then hatches a plan to save them. He has to steal a key when there is a large banquet happening so as most of the elves are busy, then he must release his friends and stow them away in barrels that are to be sent down the river having been used. Now this sounds like a difficult task but not for our friend Bilbo who is very adept at getting out of tight situations. He releases his friends much to all the elves dismay. Then after all the trouble you would think the rest to be a walk in the park. It is just not that easy. Now they must face a dragon, to claim the treasure they were after from the beginning. Bilbo goes into the dragon's cave silently and invisibly but the dragon has an astute sense of smell! Bilbo has been caught. However not completely caught because the dragon can still not see him. So Bilbo talks the dragon into seeing his underbelly, knowing full well that every dragon has a weak spot on the bottom of their stomachs. The dragon's pretentious nature makes him believe he has no weak spot, so he shows his stomach. There it is a small space of un-armored stomach. He has gotten what he came for and starts to leave the dragon hears this and becomes enraged flying in the direction of the sound and almost burns poor Bilbo alive. But he escapes. The dragon still enraged flies out and wrecks the entrance the dwarves and Bilbo came in after which he goes to try and destroy a town that the dragon concluded had aided Bilbo but word of the dragons weak spot had already been received by one in th e village. He takes his arrow aims and fires it straight into the dragon's heart killing it in mid air. Now that the dragon is dead the travelers are free to claim the treasure, but not before a Great War with humans, elves, and dwarves on one side. Wargs (evil wolves), and goblins on the other. The travelers survive most

Friday, March 20, 2020

How to Make a Kids Scientist Halloween Costume

How to Make a Kid's Scientist Halloween Costume A scientist Halloween costume is not only very cool, but also easy to make and either free or else inexpensive. Scientist Costume Ideas To make a lab coat, cut a plain white cotton t-shirt or undershirt up the middle (they are knit so they wont unravel).Glasses are always a nice science-y touch. Unless you really wear glasses, you may want to just set them low on your nose and look intelligent peering over them. Try reading glasses, sunglasses, wacky glasses, or safety goggles.You can make a construction paper geeky bow tie, which can be attached to a shirt or lab coat with a safety pin or paper clip.Scientists may or may not wear bow ties, but they do use calculators. If your lab coat has a pocket, stuff it full of pens and a calculator.Use some styling mousse to give your hair that Im too busy thinking science thoughts to comb my hair look. You can spike your hair if you want more of an Ive just been electrocuted look. Zany colors work, too.Print a lab safety symbol and attach it to the lab coat with a safety pin or even double-stick tape. The radioactive symbol is classic, but the biohazard symbol is also quite ni ce. Looking for something a bit more unusual? Try the ionizing radiation or chemical weapon symbol. Dont forget props! This could be a beaker (or glass) filled with dyed water and a bit of dry ice to make a secret, bubbling potion. You could carry a stuffed rat or microbe. A calculator or stopwatch is appropriate, too.

Tuesday, March 3, 2020

Learn to Code in 3 Months With Harvards Online Courses

Learn to Code in 3 Months With Harvard's Online Courses Harvard’s â€Å"Introduction to Computer Science† course is widely regarded as the best computer science course online and serves as a rigorous starting point for thousands of online students every year. Plus, the course is flexible: there’s an option for you whether you just want to look around, are dedicated to completing every assignment, or want to earn transferable college credit. Here’s some straight talk: â€Å"Introduction to Computer Science† is hard. It’s designed for students without previous computer programming experience, but it’s no walk in the park. If you enroll, you can expect to spend 10-20 hours on each of the nine project sets in addition to completing a complex final project. But, if you can dedicate the effort required, you’ll gain tangible skills, have a much more in-depth understanding of computer science and develop a better sense of whether or not this is a field you want to pursue.   Ã‚   Introducing Your Professor, David Malan The course is taught by David Malan, an instructor at Harvard University. Before creating the course and teaching at Harvard, David was the Chief Information Officer for Mindset Media. All of David’s Harvard courses are offered as OpenCourseWare – at no cost to the interested public. The primary instruction in â€Å"Introduction to Computer Science† is delivered through David’s videos, which are professionally filmed and often use screens and animation to get the point across. Fortunately, David is both concise and charismatic, making the videos an easy watch for students. (No dry, 2-hours-behind-a-podium lectures here). What You’ll Learn As an introductory course, you’ll learn a little bit of everything. The curriculum is broken down into twelve weeks of intense learning. Each weekly lesson includes an informational video from David Malan (generally filmed with a live student audience). There are also walkthrough videos, in which David directly demonstrates coding processes. Study session review videos are available for students that may be less comfortable with the material and need additional instruction in order to complete the problem sets. Videos and transcripts of videos can be downloaded and watched at your convenience. Lessons introduce students to: binary, algorithms, Boolean expressions, arrays, threads, Linux, C, cryptography, debugging, security, dynamic memory allocation, compiling, assembling, File I/O, hash tables, trees, HTTP, HTML, CSS, PHP, SQL, JavaScript, Ajax, and dozens of other topics. You won’t finish the course as a fluent programmer, but you’ll have a solid understanding of how programming languages work. What You’ll Do One of the reasons â€Å"Introduction to Computer Science† has been so successful is that it gives students the opportunity to apply what they’re learning while they’re learning it. In order to complete the course, students must successfully finish 9 problem sets. Students begin creating simple programs from the very first week. The instructions for completing the problem sets are extremely detailed and even feature extra help videos from past students (proudly wearing their black â€Å"I took CS50† t-shirts for solidarity with the currently-struggling). The final requirement is a self-guided project. Students can choose to create any type of software using the skills and programming languages they’ve learned throughout the course. Enrolled students submit their final project to an online fair – after the class is over, projects are shared through a website for peers to see what everyone else has been up to. Students needing extra assistance can work with Harvard tutors online for $50 an hour. Did You Want a Certificate With That? Whether you just want to take a peek at the course or want to earn college credit, â€Å"Introduction to Computer Science† has an option to help you get started coding. EdX is the easiest way to access course materials at your own pace. You can sign up for free to audit the course, with full access to videos, instructions, etc. You can also opt to donate $90 or more for a Verified Certificate of Achievement upon completion of all coursework. This can be listed on a resume or used in a portfolio, but will not give you college credit. You can also view course materials on CS50.tv, YouTube, or iTunes U. Alternatively, you can take the same online course through Harvard Extension School for about $2050. Through this more traditional online program, you will enroll with a cohort of students during the Spring or Fall semester, meet deadlines, and earn transferable college credit upon completion of the course.