...Assignment Word Count (including footnotes):1997 Due Date: 16/4/2012 Name of Tutor: Michael Duffy Name of Unit: Corporation law Question 1 (a). Issue: can shareholders force the company comply with the replaceable rule and clause2.1? Under s134, a company’s internal management may be governed by provisions of the Corporations Act that apply to the company as replaceable rules, by constitution, or by a combination of both. Orchard Downs Pty ltd’s internal management is governed almost exclusively by its own constitution. The only replaceable rules it uses are the replaceable rule in s201G and the replaceable rule in s203C. In this case, Norm, Sean and Anne are the only shareholders of Orchard Downs Pty Ltd. They received a letter informing them that the board had appointment Betty as a director without holding a general meeting. The shareholders were all unsatisfied with appointment of Betty. However, the board of directors told them that as s201G was a replaceable rule, they were not obliged to comply with it. Under s135(3), a failure to comply with applicable replaceable rules is not of itself a contravention of the Corporations Act. However, the constitution and replaceable rules have effect as a contract. Hence, the shareholders can sue the company breach the contract. Section 140(1)(a) provides that a company’s constitution (if any) and replaceable have effect as a contract between the company...
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...ode of ci1|Page Introduction With the number of pending cases on the rise, and the ratio of judges to the number of cases not on the verge of any increase any time soon, it is not a long haul to say that the condition of the Indian judiciary is in a pitiable state with respect to the strength of judges. Yet natural justice prescribes the availability of speedy justice to everyone. When one door is jammed, one has to make way for another alternative exit, and such alternative in this scenario would be the introduction of a separate method of Court annexed ADR mechanism in the country. Therefore, the introduction of section 891 and Rules 1A, 1B and 1C in Order 10, which provides for settlement of disputes through ADR mechanism, in the CPC2. Section 89- Is it the best answer? A simple reading of the section suggests that the Court is not bound to decide each case itself, but can refer the dispute to Arbitration, Conciliation, Mediation, Lok Adalats or Judicial settlement mechanism, the failure of which would revert the case back to the Court for normal adjudication proceedings. This could reduce the burden of the Court. But there have been several doubts, even cases challenging the validity and the completeness of S.89, saying that it does not provide much operational value in real time. 1 Civil Procedure Code, Section 89: Settlement of disputes outside the court. - (1) Where it appears to the Court that there exist elements of a settlement which may be acceptable to the parties...
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...Professional Ethical Issues Recently, the general public has become more aware and concerned about the importance of business ethics and organizations are seeking incorporation and alignment of high business ethical standards with their strategy. Even governments have been asked to emphasize on the importance of that matter through legislation in order to assure the integration of ethical standards in business and industries. As an engineer, our advice is sought in order to help implementing business ethical standards among other operational efficiency and business excellence standards to every aspect of the business. Therefore, we are supposed to set the model in dealing ethically at all times. However, some complicated cases are faced in the real engineering world, and the solution is not always obvious and clear cut. Case #1: Consequences Shuttle challenger launches failure: “Many readers are already familiar with some aspects of this case. The space shuttle Challenger was launched in extremely cold weather. During the launch, an O-ring on one of the solid-propellant boosters, made more brittle by the cold, failed. This failure led to the explosion during liftoff. Engineers who had designed this booster had concerns about launching under these cold conditions and recommended that the launch be delayed, but they were overruled by their management (some of whom were trained as engineers), who didn’t feel that there was enough data to support a delay in the launch. The...
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