Eiffel Towers Ltd, a listed company, was a builder and property developer specialising in projects in Brisbane’s central business district. It has five directors. Giscard is the managing director and Henri is the chief financial officer. They are the only

q_1_and_2_outlines.docx

ISSUE: Director’s Duties

LAW/RULE: Duty of Care, skill diligence section?

- Case: Daniels v Anderson, Awa v Daniels

- Discuss the court of Appeal decision (what must director’s do to comply with their duty? List the things.

-Explain difference between executive and non-executive directors. Is the duty same for both?

-Briefly explain S 180(1) business judgement rule as a defence.

You have asked me to advise on …………….

APPLICATION :

conflict of interest (common law, civil + criminal) S 137, S 184

(Henry convinces the directors to overtake the company owned by his wife, Henry failed to disclose (Criminal + civil)

(Consequences of breach)

CONCLUSION:

Question no. 2 (answer outlines)

ISSUE: What are Rodney’s legal remedies?

LAW/RULE: 1) Director’s Duties

-Discuss the common law and section dealing with directors taking a corporate opportunity (refer to a case with IDENTICAL FACTS

2) Removal as director (Private Company (Pty. Co. rule)

3) Discuss Remedies- Majority shareholders are wrongdoers who will not bring action.

- S 232

-S 236 Statutory derivative act

· Conflict of interest (module 8, Slide 16)

· Fiduciary duty (members remedies)

· Statutory remedies(to be discuss under rule0

· The minority oppression remedy S 232 (discuss the meaning of oppressive and explain the common examples

· Derivative action S 236

· Statutory injunction S 1324

· Winding up the company S 461

· Must obtain the court’s permission

APPLICATION: -

1) What have Lily and Morris done wrong? (like bonus, cars, set up new company to direct business)

2) Personal action (S 232)

· Rodney wants to protect $ 100000

· Excluded from management

· (he is affected shareholders)

· S 233 remedy: winding up

· S 236: Rodney needs “leave” of the court

· Serious question to be tried

CONCLUSION:-