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43 Cards in this Set
- Front
- Back
Macaura's case |
Assets of Co and Owner separate Timber insurance |
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Lee's case |
Dual capacity Owner and director crashed plane, claimed under workers comp as employee |
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Gifford Motors |
Lifting Corp veil To evade legal obligation As a sham Poaching clients around non compete |
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Bestobell case |
Lifting Corp veil To assist fiduciary duty breach |
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Darby case |
Lifting Corp veil Fraud |
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Smith, stone, knight |
Lifting Corp veil Agency |
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Walker v wimborne |
Corp groups Fiduciary duty owed to individual companies Moving money around to pay debts |
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Industrial equity v blackburn |
Profits of parent aren't profits of sub and vice versa Need to be distributed via dividends |
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s588G |
Directors responsible for insolvent trading 1. Person is director 2. When Co incurs a debt 3. Co is insolvent or becomes insolvent 4. Reasonable to suspect insolvency |
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s588V |
Insolvent trading in Corp group |
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s260D |
Lifting veil for breach of financial assistance law |
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s197 |
Directors of Corp trustee personally liable for acts outside trust deed |
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s588H |
Defences for insolvent trading 2. Reasonable expectation 3. Reasonable reliance 4. Illness or absence 5. All reasonable steps |
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Powell v Fryer |
Cash flow test for solvency |
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Morley's case |
Paper director not participating no excuse. Director must be diligent |
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ss1317-1318 |
Judicial relief from liability insolvent trading Acting honestly, not neglecting duties and not adversely impacting 3rd parties |
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s134 |
Replaceable rules, or constitution, or both |
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Enforceability of constitution/RR |
Contract between -company and each member -company and each director/sec -member and each other member |
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HNA Irish case |
Constitution interpreted as contract, to give business efficacy |
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Peters American Delicacy |
Fraud on the minority |
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Gambotto |
Expropriation of valuable shares or rights attached to shares -proper purpose - where existence of shareholder does harm -fairness |
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s127 |
Company signing contract with 2 directors |
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Authority |
Express - granted by board Implied - by job/tasks Apparent - requires; - a holding out - by someone with actual authority - on which a 3rd party relied |
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s129 |
Assumptions (indoor management rule) 1. constitution complied with 2. Directors duly appointed and have normal powers 4. Officers properly perform duties |
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Eley's case |
Solicitor for life in constitution, also member Can't enforce constitution as outsider |
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Hollis v Vabu |
Vicarious liability |
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Leonards carrying co |
Primary liability for directing mind and will of co |
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ABC learning |
Special attribution of crime in reference to policy of statute |
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Erlanger case |
Promoters selling assets into Co, need for independent board |
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s131 |
Pre registration contracts Co must register and ratify Otherwise person liable If Co registers and doesn't ratify, or ratifies and doesn't perform, liability can be apportioned by court |
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Share issues |
Power of board Need shareholder approval where related party transaction or >15% for listen co |
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s113 |
Private Co cannot do anything to trigger disclosure under 6d except issue shares to existing shareholders and employees |
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s708 |
Ch6D exceptions <20 investors or <$2m in 12 mths Not to public Sophisticsted investors > $500k/person Rich person 250k income or 2.5m assets Certified advised investor Professional investor |
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s710 |
Disclosure requirements All info investors would reasonably expect and require to assess relevant matters, that a relevant person would reasonably know |
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s717 |
Procedure for offering securities 1. Prep disclosure doc 2.lodge disclosure doc 3. Offer securities 4. Replace disclosure doc if necessary 5. Hold money on trust 6. Issue securities |
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s728 |
Misleading statement Material omission New circumstance |
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s729 |
People liable for bad disclosure Company Directors Named persons Named underwriter |
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ss730-733 |
Defences for misleading disclosure 731 All reasonable inquiries and reasonable belief 732 lack of knowledge for info statements 733 reasonable reliance on external person, or withdrawal of consent |
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Debentures |
Ch2L Requires Trust deed Trustee Register |
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PPSA |
Online register for security interests Attachment: sec enforceable on lender Perfection : sec enforceable over 3rd parties |
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Invalidity |
s588FJ circulating sec within 6 months of wind up s588FP officer interest within 6 months |
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s246B |
Variance/cancellation of shareholder rights In accordance with constitution, or if silent Special resolution of shareholders and of shareholders of that clsss |
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S246D |
More than 10% dissenting class members to a variation of rights vote can apply to court for review |