Corporation Law in Australia

Question 1: Cotton Limited holds 89.5% of the shares in Satin Co Limited. The remaining shares are held by Silk and several other small investors. The Board of Satin wants the company to become a wholly owned subsidiary of Cotton Limited as they expect this will result in both taxation benefits and a saving on accounting fees and administration charges of about $230,000. Cotton Limited offers to buy the shares held by Silk and other minority members but they refuse. Arrangements are made to hold a members meeting to pass a resolution changing the constitution of Satin by inserting a new clause 53 any member entitled to 80% or more of the issued shares may compulsorily acquire all the remaining shares. Silk and other minority members receive written notice of the company meeting together with a proxy form and a valuation certificate stating the shares were worth $2.50 each. Although the offer is fair Silk does not want to sell her shares and wants to start legal action to prevent the proposed alt eration to the constitution. Discuss whether she may succeed in her action. Would your answer be different if the real reason for compulsorily acquiring the shares from Silk was that she discovered operating a business in competition with Satin Co and was using information gained as a member to take away some of Satins business? Answer 2: The Constitution of the company and the replaceable rules applying to such a company are considered as a contract that exists between the company and its members as well as a contract present between the company and its directors and the company secretary. At the same time, the Constitution of the company can also be considered as a contract existing between a member of the company and all other members. According to this contract, each person agreed to abide by as well as perform in accordance with the Constitution of the company and the replaceable rules that apply in such a case. As a result, from the very beginning, a shareholder agreement is present between all the shareholders related with the matters that have been mentioned in the Constitution of the company and also regarding the replaceable rules applying to the company. In this way, any modification or displacement results in a contractual variation and as a result, the shareholders can sue for any breach of contract by th e company or by other shareholders. The shareholder agreement can be resorted to in order to do several things. However the most common things are the maintenance of status quo (balance of power), maintaining the particular structure, dealing with succession issues, providing compulsory acquisition of shares in some cases and trying to clarify the role of management as compared to the shareholders. Generally, it has been seen that almost at all levels of authority, the rule which prevails is the role of majority therefore, the main purpose of shareholder agreement is to prevent any excesses that may be committed by the majority. Shareholder agreements have been accepted by the courts as being facilitators of small groups of investors in helping to avoid the consequences of the general principle of the majority rule. The meaning of the term, controlling majority is that the majority members, who generally comprise the majority shareholders or the persons having the ability to control the company by voting rights. As a result, these members are known as the controlling members. However, it is the duty of the controlling members to consider the interests of the minority members of the company as well. For example, the Court has stated in Allen v Gold Reefs of West Africa Ltd.that the power to alter company's Constitution can be exercised by the majority members in the general meeting only for the benefit of the whole company and also by considering the interests of the minority shareholders also. On the other hand, the court adopted somewhat different approach Gambotto v W.C.P. Ltd.when it was stated by the cou rt that the Constitution of the company can be altered by the members who are in majority however it is required that these alterations it should not be oppressive nature or should not go beyond the contemplative purpose of powers that have been defined in the company's Constitution. Another significant example that can be used to explain the basic concept of the rights of the minority shareholders is the case titled Cook v Deek. This case explains the remedies that are available to the minority shareholders if the directors of the company have breached their fiduciary duties and if the directors have diverted a corporate opportunity towards themselves or their associates. There is a common law duty of the controlling members towards the minority members and that was established by the court in Allen v Gold Reefs of West Africa (1900). As a result, while passing resolutions in the general meetings, certain fiduciary duties are owed by the majority members towards the minority members. In this regard, it is required that the majority members should exercise their powers bona fide and for the benefit of the whole of the company which includes all the members of the company. On the other hand if the personal rights of the members of the company are infringed, such members can take action under the common law as well as under the Constitution of the company and the replaceable rules that apply to the company. At the same time, such members can also take action under the Corporations Act, 2001 (Cth) and any separate contract that may be present between the members and the company. When an attempt is made to ask an ordinary resolution in the general meeting, where it is required by the Constitution of the company or by the Corporations Act that the passing of a special resolution may result in a procedural irregularity and therefore, it can be considered as invalid if it has caused substantial injustice. On the basis of the above mentioned discussion, it can be set in the present case that an attempt is being made by the majority to amend the Constitution of the company by inserting a new clause that provides a power to the member who controls 80% or more shares of the company to acquire compulsorily all the other shares of the company. In this way, if Silk and other minority members of the company can establish that the action taken by Cotton Limited is not bona fide and it amounts to oppressive conduct, Silk and other minority members of the company can take action under the Corporations Act as well as under the common law. These members can succeed in the action if they are able to establish that the action taken by the majority is oppressive for them. Question 2: Polyester is a director of Style Pty. Limited involved in making womens clothing. Has she breached any duties under the Corporation Act in the following situations? Situation 1. She arranges with the companys bank to transfer an amount of $65,000 from the company account into a personal bank account held by her in her own name. She uses the funds to finalise some outstanding personal debts. Situation 2. As a director she receives information that the company is in a serious financial position. She arranges to transfer a larger amount of the assets of the company over a new proprietary company that she formed with the intention of caring on the same business. Situation 3. Contrary to a resolution of the Board and notwithstanding established business practice that limits credit to $20,000 she allows a trade debtor (who has a history of bad debts) to exceed its credit limits by $25,000. The debtor fails to pay the outstanding amount of $45,000. Can she rely on the business judgment rule in this situation? Answer 2: Situation A: it appears in the present case that several fiduciary duties have been breached by Polyester. These duties included the duty to avoid conflict of interest, duty not to make secret profit and the duty of the director of the company not to seek personal benefits. At the same time, it can also be said that Polyester has acted for an improper purpose because she was motivated by the desire to derive personal benefit and at the same time, cause a detriment to the company. In this regard, the law provides that the directors of companies should not use the property of the company for their personal gain. Whenever the property of the company is used by a director for personal use without the permission of the company, the fiduciary duty of the director is breached. It needs to be noted at this point that for the purpose of this rule, the trade secrets as well as the intellectual property of the company are included in the term property. At the same time, the directors of the com panies have also been restrained from making secret profits. In this regard sections 181, 182 and 183 of the Corporations Act prescribed statutory provisions that are equivalent to the fiduciary duties of the directors to act in good faith, for a proper purpose and in the best interests of the company and at the same time to avoid conflict of interest and make no secret profits. Situation B: all the directors of companies are required to act in good faith and in the interests of the company. Similarly, the directors should take for proper purpose and at the same time avoid any conflicts of interest. Similarly, the directors should use discretion while performing the business of the company. Like the partners, trustees and agents, the directors of the company also owe fiduciary duties towards the person who can be easily harmed and is vulnerable.In the same way, it is also the fiduciary duty of the directors of companies not to make a secret profit and act for proper purpose. On the other hand, in the present situation, this city has been violated by Polyester when a large number of assets of the company were transferred by her when the company was facing financial difficulties. She transferred these assets to a new proprietary company that was owned by Polyester and as a result, it can be said that she had breached her duties as the director of the company. Situation C: The duty to act with care and diligence while performing companies business has also been imposed on the directors. The basic test that can be used in such a case was provided by the court in City Equitable Fire Insurance Co Ltd. Therefore, the court stated in this case that the directors of the company are required to exercise the degree of skill and diligence that amounts to reasonable care that can be expected from any ordinary person under same circumstances if the business was owned by such a person. However in this regard, it needs to be noted that the test provided in this case was only a subjective test added to relied on the individual knowledge, skill and experience of the directors. As a result, an objective test was introduced by the Corporations Act, 2001. In the same way, the more the duty of care and diligence of the directors of the companies has undergone a change made the change that took place in the expectations of corporate responsibility. For exampl e, in the present case, Polyester had acted against the resolution of the board as well as contrary to the established business practice when she allowed the debtor to exceed the credit limit by $25,000. At the same time, Polyester cannot rely on the business judgment rule as provided by the Corporations Act, 2001 in section 180(2) as a defense that is available to the officers of the company if they are complying with their duties mentioned in section 180(1) in case the below mentioned conditions are satisfied. Therefore, it is required that the business judgment should have been made in good faith and for proper purpose. It is also require that the officer should not have any material personal interest in it. Similarly the officer is also required to inform himself or herself regarding the subject matter as well as it is also required that they should rationally believe that their judgment is in the best interests of the company. Due to the reason that these conditions were not satisfied in the present case, Polyester cannot rely on the business judgment rule. References Cassidy J, (2000) Divergence of Duty of Care in United States and Australia 28 Australian Business Law Review 180 Goldman D, (2005) Directors Beware! Creditor protection from insolvent trading 23 Company and Securities Law Journal 216 Kirby J, (2004) The History and Development of the Conflict and Profit Rules in Corporate Law A Review 22 Company and Securities Law Journal 259 Sivehla J, (2006) Directors Fiduciary Duties 27 Australian Bar Review 192 Case Law Allen v Gold Reefs of West Africa Ltd (1900) 1 Ch 656 City Equitable Fire Insurance Co Ltd [1925] Ch 407 Cook v Deek (1916) AC 554 Gambotto v WCP Ltd (1995) 13 ACLC 342

Top Common Application College Essay Samples Secrets

Top Common Application College Essay Samples Secrets Because you are interested in getting the essay to communicate the ideal information about you, you should do thorough preparation for the sample college admission essays to attain its purposes. It is a distinctive essay which tells about your finest qualities. Our admission essay examples can prove that we're here in order to provide simply the very best assistance to assure you which you submit an application essay which you can be confident in. These seven sample essays respond to a wide variety of thought-provoking questions. College life includes writing essays and application letters whether you're in the sphere of company or literature. So it's essential for your college essay to be noticed. Your college essay should contain information that are related to the instruction provided to you. Writing a good college admission essay requires a lot of creativity. The term limit on the essay will stay at 650. Replace a number of the cliched language. There are some essential things that go into an excellent Common App essay. If you believe you have the capacity to compose a Common App Essay that's on this level do it. Such an essay is essentially an answer to some work by the author. On the other hand, the initial six topics are incredibly broad with plenty of flexibility, so make certain your topic really can't be identified with one of them. For a beginning, the typical application essay topics need you to use language that's absolutely free from language flaws and grammatical mistakes. Share an essay on any subject of your selection. Getting the Best Common Application College Essay Samples This document might just be a sheet of paper or a digital document. However, it can greatly impact your college admissions application. When I was young, I was quite curious. More frequently than not, deadlines for submitting applications are almost always short which makes many possible applicants worry they will be unable to submit their sample essay for MBA application in time. The New Fuss About Common Application College Essay Samples Having said that, it's never been simpler to apply for coll eges, so you ought to do it as well. Colleges are interested in finding a feeling of maturity and introspectionpinpoint the transformation and demonstrate your private growth. Whenever you opt to ask us for expert aid, don't hesitate to get in touch with our support managers. Our company always prioritizes the wants and necessities of our customers. A few of the advantages which you can get when you hire our services incorporate the next. Use the aid of true academic experts and receive the service you have earned! It is possible to also secure a variety of discounts on our site which will help you to save some more money for future orders or anything you want to spend them on. After discovering our website, you will no longer will need to bother friends and family with these kinds of requests. If you're not completely sure you've chosen the best topic, you're not alone. With the inclusion of the subject of your choice option you've got the chance to write about whatever you want to share with the folks in the admissions office. The Little-Known Secrets to Common Application College Essay Samples Application writing isn't the close of the world and you are able to prepare for it. Despite the fact that you pay for homework, we provide those options free of charge. Somebody works part-time and doesn't have sufficient time to do each of the assignments. Once we've discussed with you the precise time as soon as the assignment has to be delivered, we can't break our promise and will finish your paper not a minute later.

How to Choose a Machine Learning Topic For Science Paper

How to Choose a Machine Learning Topic For Science PaperWhen choosing a machine learning topic for science paper, be sure to remember that this is probably one of the most challenging areas in all of mathematics. It is important to have enough background on the subject matter so that you can write a thorough, well-researched paper.One of the most common machine learning topics for science papers is through the use of graphical models. The better prepared you are on your knowledge of the area, the more likely you will be to be able to complete a solid paper that will stand out among the other writers in the same class.Before choosing a scientific topic for science paper, it's important to take the time to understand what machine learning is all about. You should be aware that this is an area that has been in use for over 30 years. As such, there are still many details and concepts that you need to know to successfully do a successful research paper.One of the most important things to know about machine learning is the concept of models. Models are the theories that are used to create a predictive model. When these theories are combined with data, they can be used to create predictive models.When it comes to writing research papers, there are many factors that have to be taken into consideration. If you can make sure that your paper does not rely on any of the false assumptions that are found in the field, then you are far more likely to create a well-researched paper. Unfortunately, many students lack this ability, which is why it is so important to take the time to learn the necessary skills in this area.This is especially true in the area of science papers. If you can make sure that your paper focuses on only the facts of the paper, then it will be much easier to learn the concepts. Keep in mind that the definition of the words' model and research is very different, as are the methods used in the paper. Make sure that you choose the right terminology and apply it correctly when writing your paper.When it comes to choosing a machine learning topic for a scientific paper, you may be surprised at how easy it is. By being able to develop a well-developed model for the study of disease, you can often see how this theory can help scientists and doctors better understand their data. This is just one of the many different ways that machine learning can benefit the medical world.By choosing a model and creating a data set, you will be able to write a paper that is both technically sound and intellectually stimulating. By making the necessary changes to your model, you can then create a good research paper that is well-researched and complete. You will find that by taking the time to learn this concept and start working with it, you will be well on your way to helping scientists and doctors create better tools. Because of this, it is important to learn how to effectively utilize machine learning before you embark on a project that requires it.

Writing the Name of a Book in an Essay

Writing the Name of a Book in an EssayWriting the name of a book in an essay is a great way to keep your name in the public's eye. Your name will be on the cover of the book and there is no better way to get your name out there than to use it in a well-written essay. You can also use it in your website, as you can get many more hits for your name if you do it right.Writing the name of a book in an essay is a great way to get your name out there. You can use it in your website, as you can get many more hits for your name if you do it right. You have to make sure that the information is given in the right way so that it is remembered. The title of the book is very important and should be used as the title for the essay.Make sure that the information given is accurate and that it follows your own name. If the essay is shorter, then you may use the same information that is given in the book. However, if it is long, then you may want to use the information that is presented in the book. F or example, the book's name, the author, the year and the length of the book.If you are using an essay on the book itself, then make sure that you use all the information that is given in the book. For example, you can include the author, the title, the length and the date of the book. In addition, you can mention some of the details about the book. This includes the size of the book, the book's design, the book's colors, the book's flavor and many other things. Keep in mind that you can use all the information about the book even if you are not using it as an essay, as the name of the book is important and any information included will help you remember it.Use your name in the book. The name is the most important part of the book, so you need to make sure that you use your name whenever possible. Write a lot about the book and the time period when the book was written. If you are writing the essay as an essay, make sure that you use all the information given in the book. For exampl e, you can write about the book's colors and the book's design.Make sure that the name of the book is included in the book. You will be surprised to see how many people forget that the name of the book is in the book. They may also forget that it is called the book. For example, if you are writing an essay about the book, make sure that the name of the book is mentioned at least once in the essay.Since you are writing the name of the book in an essay, make sure that you make it simple and accurate. If it is a short essay, you can make it short by making it less than 1000 words. You can also write about the book to make it easier for readers to remember. Remember that the name of the book is very important and you need to make sure that you use it correctly. As you practice writing the name of the book in an essay, you will be able to add more information about the book and make it more interesting for readers.

Free Toefl Essay Samples - The Right Way to Get Started Writing Your Essay

Free Toefl Essay Samples - The Right Way to Get Started Writing Your EssayFree toefl essay samples are what you need if you want to get started writing an essay, whether it is a college essay or even a master's or doctoral thesis. It's not that I dislike the idea of taking notes; more that I don't like having to remember which words are that way goes from one to the other. There are a lot of free software that can do this for you, but in my opinion, that does not make them as good as the paid software.That is why I am so glad that I have discovered the website toefl-tools.com, where I found a bunch of free toefl essay samples and resources for making an essay. I will now share with you a sample to try out. You can download these by following the link below. In order to use the free toefl essay samples, you will first need to get the online version of these software programs, which can be found at the website.The best thing about these essay samples is that they are not just great at memorizing lists of words and verbs but also at writing a sentence. This makes them so much better than any software program that you could get at a bookstore. They will make sure that you stay organized and focused throughout the process of preparing your essays.Also, with free toefl essay samples, you get several levels of support for your essays. From written notes to personal blogs, you can check out all of the different resources that they offer. And, because they are all free, you can also use them in your courses and papers.If you really want to find some free toefl essay samples, you can browse through the sites that have compiled an impressive collection of these articles. This is also a good way to know if they have any 'amazing' features that they don't show in their pages. But, keep in mind that you need to put in a fair amount of effort if you want to find good resources, like these free toefl essay samples.Another great place to get a lot of these useful articles is to look at those which you can purchase. The benefits of using the software is that you can focus more on learning your topic and techniques, instead of spending your time and money on printed books.However, even though these essay samples can help you succeed in your courses, you should still take the time to practice. Keep practicing essays until you feel comfortable enough to let your friend see what you are writing. You should also write one or two of these essays every day so that you can see how you are going to proceed and what your style should be.Good luck with your studies and best of luck to you as a good student. Good luck.

By Chris Pobst Essays - Discrimination, Social Inequality

By: Chris Pobst Boston Latin is one of America's premier public schools. On February 14, 1998, Sarah Wessmann applied to this school and was rejected along with ten other white candidates. Sarah could handle the fact that she was not accepted but she couldn't accept the fact that ten black, and Latin students were accepted over her when they scored lower on the entrance exam. Her mother sued the school for reverse discrimination and won. Her daughter was accepted and the school had to scrap a policy that set aside 35% of all school places for black and Latino applicants (the Economist 2/14/98). Should race be a factor in admitting students to a school? This is a question raised by many people in the nineties and is a very debated issue. This issue is called reverse discrimination. Reverse discrimination is found everywhere in today's society. Almost all businesses and all government jobs require a certain percentage of their workforce to be minorities regardless of their qualifications. This is unfair in many ways. One way is because when a person is not properly qualified for a job, he does not perform the job as well as a qualified person does. Everyone from management to customers is affected due to lack of quality work they perform. This can cause loss of money and low productivity. Another good example of reverse discrimination is in the military. When my father went into the Air Force, he had to take an ASVAB test. This tested his knowledge in certain fields of work and the Air Force used it as a means of admittance. Minorities only have to score about 75% of what my dad had to score on the test and this is not only wrong, but also unfair. Why lower the standards for minorities? I know I don't want somebody to run my country that isn't qualified and got the job just because he was a minority. Standards for a job should not be lowered because a certain group of people is less qualified. I'm not saying that all minorities are underqualified, but it does seem that the majority of them are. I believe that no matter what race or religion you are, when applying to a school or a place of work everyone should have the same opportunity. Many minorities claim that they haven't had the chance to succeed because of their race. This is untrue because there are many minorities who have succeeded and lived a very good and prosperous life. If that were the case, just about anybody could blame their lack of qualification on something when the real reason is they just haven't tried hard enough. Another thing I don't believe in the fact that if I owned a business that I have to have a certain number of minorities working there. I think that if I own the business and I am not affiliated with the government, I should be able to hire whoever I want. Whether I hire my dad or my little 8 year-old sister, it is my choice and if my business fails because of my employees, that is my problem and not anyone else's. And if people decide not to patronize my business that is also my problem therefore I should be able to legally hire and employ whoever I want. Again, why should I hire someone who isn't qualified for the job just because government says I have to? I think the federal government should reconsider the discrimination policy they have enforced and let employers hire whoever they want too. In today's society, white people are discriminated against just like the minorities. The story of Benjamin Kook is a prime example. He and his wife live in South Africa. Ben owned his own plumbing business until his truck and all his supplies got stolen. Due to the fact that he is considered a minority in Africa, he could not find a job that could pay even close to what he was making before. He went from taking home a $1000 a month to $80 a month. He and his wife can barely afford to pay rent much less has the luxuries they did before (Spectator

The eNotes Blog Seven Icebreaker Ideas for the First Day ofSchool

Seven Icebreaker Ideas for the First Day ofSchool August is officially here, which marks the dreadful end of summer vacation. So, what can you expect on your first day back at school? Icebreakers, and lots of them. And if youre anything like me, the thought of yet another two truths and a lie game will make you cringe. While many students loathe the inevitable first-day introductions, the pressure’s on for teachers to find creative ways to engage their new students while trying to learn everyone’s name. So for you teachers out there, before choosing what to do with your students on their first day back, here are a few icebreaker dos and don’ts: âÅ"” Do encourage your students to get to know each other âÅ"” Do make your classroom a welcoming and inclusive environment âÅ"” Do offer incentives or rewards for participation Ãâ€" Don’t make students take part in activities that violates their personal space Ãâ€" Don’t choose activities that will make students feel uncomfortable or intimidated Ãâ€" Don’t exclude certain groups or individuals from participating in activities While there are tons of icebreakers to choose from, most are outdated, overused, or just extremely unappealing. So, lets go over seven icebreakers for the first day of school that students will actually want to participate in. Image via Icebreaker Ideas 1. The People’s Bingo Materials: Homemade Bingo Boards, Pens While this strays from a traditional game of Bingo, â€Å"People’s Bingo† is an easy game that will get students learning more about each other. Create a Bingo board with several unique categories for each square like â€Å"has lived in another country† or â€Å"can play an instrument.† Students must go around and find a classmate that meets the conditions of a square and sign off on it. No one is allowed to sign their own names on their own board- they must ask their peers until they find a match. The first student to fill their Bingo board with their classmates’ signatures win! Once a winner is announced, have them read aloud their answers to share the fun facts of their fellow classmates. Image via Game Night Guys 2. Scattergories Materials: Paper, Pens, Timer There’s nothing like a little friendly competition to get students working together. Creative-thinking games are a great icebreaker because they prompt students to share ideas and strive towards a common goal. Scattergories is a Hasbro board game that can easily be adapted to a classroom setting. The game requires players to name objects within a set of categories for a specific letter within a time limit. For example, given the letter â€Å"J,† students must name a food, city, animal, etc. that starts with the letter â€Å"J†. Break students up into small groups so that they can work together to find unique answers to the specified categories. Whatever group can present the most original answers wins. You can find more detailed game instructions on Wikipedia. Image via ThingLink 3. The Perfect Pair Materials: Cards, Pens If you’re looking for an icebreaker for a large group, this is it! Write out several cards that contain matching pairs (Romeo Juliet, Peanut Butter Jelly, etc.). Shuffle the cards, and pass them out to each student or stick them underneath their chairs before they enter the classroom. The object of the game is to have every individual find their other half by using only â€Å"yes† or â€Å"no† questions. The first student pair to find their match wins! Image via Ethos3 4. Silent Situations Materials: Timer Challenge your students on how much they can accomplish by using non-verbal communication. Determine an objective that gets your students moving, like lining themselves up in alphabetical order or grouping themselves according to birthdays. The rules are very simple- no talking. They must complete their tasks by using only non-verbal cues and movements. Get creative with your categories and change up your timer to see if they improve! Image via Canva 5. Who Am I? Materials: Sticky Notes, Pens, Timer Place a sticky note that contains a name of a person, place, or thing on each of your students’ foreheads. Teachers can adapt their topics to make it more relevant to their coursework, like literary characters, scientific elements, or historical events. Students must work together to provide context clues in order to figure out what is written on their note, without checking themselves. Once the allotted time is up, students have to guess what their note says based on the clues they received. At the end of the activity, ask your students what strategies they found helpful and how they determined what was written without sneaking a peek. Image via Unsplash 6. Collaborative Drawing Materials: Paper, Colored Pencils, Timer No need to be an accomplished artist to partake in this icebreaker. Place students into small groups, and nominate one person from each team to choose a random piece of paper from a bowl of miscellaneous topics. Provide each group with a piece of paper and some drawing utensils. Once every team has selected a topic, each person from the team will get 60 seconds to make their mark before passing it along to their teammate. After five minutes, each team will present their collaborative drawing to the class. If their fellow classmates can guess what they’ve drawn, they’re all winners! Image via TouchJet 7. Stationary Scavenger Hunt Materials: List of Objects Split students up into small groups and present them with a written list of objects that may be hiding in their school bags or pockets. The more random items on the list, the better. (Think old pennies, glasses, fidget spinners, etc.) The team that can showcase the most items on the list wins! Hopefully, you’ll get a few laughs at what’s hidden in the depths of student backpacks. Icebreakers present an opportunity for students and teachers to get to know each other before diving into the curriculum of the school year. Whats more, they give teachers a way to create a positive classroom environment in which their students feel comfortable and eager to learn. By creating a fun, stress-free activity on the first day back to school, your students will feel more inclined to return to class and be ready to take on on the new year.