doctrine of ultra vires means a company cannot enter into contracts beyond their power and then later avoid their legal obligations on the grounds that they had no legal capacity to enter into the contract. Lassie Ltd knowingly entered into the contract to purchase 300 cats per year, despite the constitutions object clause provision. When entering into a contract, it is not the outsider's duty to know a company's constitution, the outsider simply sees the company as a separate legal entity and will therefore
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the loan, and the board accepts her recommendation. Bob’s airline falls into bankruptcy, Bob defaults on the loan, and the bank is only able to recover $150 million. The shareholders bring a derivative lawsuit against Joan for breach of her fiduciary duty of care. They claim that her research into Bob was deficient, and based on Bob’s background and the state of the airline industry Joan should have known that the venture was not likely to succeed. Is Joan’s conduct protected by the business judgment
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MANDATE Mandate =Representation; Many types of mandate; lawyer; corporate directors; Mandate=Agency Mandator=principal Mandatary=Agent 2130 C.C.Q. Definition Mandator: Grants powers to represent him; Mandatary: Receives power to represent; Must accept the powers and then must exercise the functions or duties Power of attorney: Refers to the document or the power itself 2131 C.C.Q. May have different objectives Accomplishment of an act: i.e. sign a document or transaction on behalf
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QUESTION: In ASIC v Healey [2011] FCA 717 at [14] Middleton J stated: A director is an essential component of corporate governance. Each director is placed at the apex of the structure of director and management of a company. The higher the office held by a person, the greater the responsibility that falls on him or her. The role of a director is significant as their actions may have a profound effect on the community, and not just shareholders, employees and creditors. Under the Corporations
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well organized. There were abuses of power breach of directors’ fiduciary duties in the business itself. The definition of fiduciary duty is a legal obligation of one party to act in the best interest of another. The obligated party is typically a fiduciary that is someone entrusted with the care of money and property.. In this case, there are abuses of power by management and breach of fiduciary on the part of directors. A fiduciary obligation exists whenever the relationship with the client involves
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Introduction In acting as advisors for the Pilot’s Association Australia and Airlines Union Australia, we seek to explore the legality of the various actions of the Jetair Ltd.’s Board of Directors which ultimately lead to the hiring of a new staff body in New Zealand by JetairNZ Ltd at a lowered salary and the subsequent redundancy of Jetair Ltd.’s Australian-based senior managers and pilots. The outcomes sought by the various employee associations seek for firstly, the imposition of the Australian-based
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and has rx accepted ii. (Notes….Legal Consequences of Agency) 1. Inward Looking Consequences: relate to the relationship between the principal and the agent and are largely governed by the contracts between the parties and by the law of fiduciary duties 2. Outward Looking Consequences: relates to the relationship among the principal, the agent, and a third party and are governed by various “principles of attribution” (authority….actual/apparent) 1. Tend to be the primary focus where central issue
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persons with information disclosure obligations, to strengthen the administration of information disclosure affairs and to protect the lawful rights and interests of investors. Article 2: Persons with information disclosure obligations shall disclose information truthfully, accurately, completely and timely and there shall be no falsehood, misleading representation or major omission. Persons with information disclosure obligations shall make public information disclosure
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1. DIRECTOR 1. WHO IS DIRECTOR? A company is a business entity whereby it is associated or collected of individual real persons and/or other companies, who each provided some form of capital. This group has a common purpose or focus and an aim of gaining profits. This collection, group or association of persons can be made to exist in law and then a company is itself considered a "legal person". The name company arose because, at least originally, it represented or was owned
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1. DIRECTOR 1. WHO IS DIRECTOR? A company is a business entity whereby it is associated or collected of individual real persons and/or other companies, who each provided some form of capital. This group has a common purpose or focus and an aim of gaining profits. This collection, group or association of persons can be made to exist in law and then a company is itself considered a "legal person". The name company arose because, at least originally, it represented or was owned by
Words: 7429 - Pages: 30
