...Ashley Graham Shaeffer, Whiting v. Grange Mutual Casualty Company , 1981 Ohio App. LEXIS 14351 In this case Plaintiffs, an injured passenger and his mother, sought review of an order from the Franklin County Common Pleas Court (Ohio), which dismissed their personal injury action and sustained a motion for summary judgment filed by defendant liability insurance carrier.he only contractual duty of Grange to plaintiffs was to pay medical payment expenses pursuant to the terms of their insurance contract. It is conceded that all medical payment obligations were discharged. Grange's remaining duty under the insurance contract was owed to their insured, which was to defend in good faith and to pay any judgment assessed against its insured which was covered under the terms of the policy. If Grange fails to discharge its obligations to its insured, the insured has a claim against Grange for breach of contract. Plaintiffs argue that a liability insurance carrier has a duty outside the terms of its insurance contract to deal in good faith with the public, including those persons injured by the actions of its insured. There may be such a duty, but it does not create an independent cause of action that may be enforced by the injured party through a direct action against the insurance carrier. The Superintendent of Insurance has the power to take action against an insurance company who engages in unfair acts or practices in the business of insurance. That is the remedy ...
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...pwc.com.au A guide to directors’ duties and responsibilities for non-listed public companies and proprietary companies in Australia Contents 1 Executive summary 1.1 1.2 2 Sources of company law in Australia Summary 1 1 1 2 2 2 3 3 3 4 5 6 6 6 7 7 7 8 8 9 9 9 11 12 Common law duties 2.1 2.2 2.3 2.4 2.5 2.6 2.7 Duty to act bona fide (In good faith) in the interests of the company as a whole Duty not to act for an improper purpose Duties of care and diligence Duty to retain discretion Duty to avoid conflicts of interest Duty not to disclose confidential information Duty not to abuse corporate opportunities 3 Statutory duties 3.1 3.2 3.3 3.4 3.5 3.6 3.7 3.8 3.9 Section 180 – Duty of care and diligence and the business judgment rule Section 181 – Duty of good faith Section 182 – Duty not to make improper use of position Section 183 – Duty not to make improper use of information Section 184 – Criminal offences Section 588G – Duty not to trade while insolvent Section 191–195 – Disclosure of material personal interests Section 208–210 – Financial benefits to related parties of public companies Section 285–318 – Financial reporting 3.10 Others 4 5 Company constitution Penalties PwC i Contents 5.1 5.2 6 Criminal penalties Civil penalties 12 12 13 13 13 14 14 14 Duties in practice – Examples of breaches in Australia 6.1 6.2 6.3 6.4 6.5 The Australian Securities and Investments Commission’s (ASIC) Power to Ban directors ASIC v Adler and Ors ASIC...
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...in a contract and distinguish conditions precedent from conditions subsequent. Apply the doctrines related to good faith performance, discharge of a contract, and substantial performance. Identify the ethical dilemmas that a manager faces in the context of good faith performance. Articulate circumstances that give rise to events of discharge via mutual consent and operation of law. Recognize events that result in breach of contract and explain anticipatory repudiation. Identify the appropriate remedy available to nonbreaching parties and understand the responsibilities of an injured party to avoid and mitigate damages. Explain the rights of third parties who have rights in a contract through assignment or delegation and third-party beneficiaries. Once it has been determined that a valid and enforceable contract exists, the inquiry then necessarily focuses on whether contract obligations were faithfully met through performance by the parties. Most contracts are fully performed by the parties as contemplated, but what happens if contractual commitments are not met? This chapter continues the survey of contract law with attention to rules that govern performance and consequences of nonperformance. In this chapter, students will learn: * How conditions are used in a contract to allocate risk between parties. * Requirements to meet the standard of good faith performance, substantial performance, and events that discharge a party from having to perform. * The consequences...
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...:Topic 1:Introduction and Regulatory Framework- Regulation can relate to two things: Regulate what an organisation can or must do (eg trade, pay tax, employ staff, pay debts), Regulate how an organisation functions (eg how it comes into being, how it is managed and operated and how and when it ceases to be). Why are corporations used (good and bad)? To allow for investment, To allow capitalism to flourish, To permit the sharing of risk, To permit investors to shelter from risk, To permit investors to deny responsibility, To distribute responsibility, To misallocate resources, To allow efficient allocation of resources. Two theories: Contractualist theory, Stakeholder theory. Regulation tends to try to connect the two theories by acknowledging the importance of the corporation in encouraging economic growth and appropriate risk taking BUT also recognising that there should be some control over corporations given their importance to society (as a conduit or pipeline through which resources are channelled into goods and services). Where is this regulation?-Corporations Act 2001, Australian Securities and Investments Commission Act 2001, These are both federal or commonwealth (central government). Subordinate legislation also (regulations under these Acts plus ASX listing rules, statements and Guides, Accounting Standards). Finally, A lot of the important principles relating to corporations and their responsibilities have evolved via case law. The (Corporations) Act has been described...
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...making sound decisions for the good of the business and making the right choices. This is the main reason why businesses have policies and rules that are followed in their day-to-day operations of the business and if there is a violation depending on the circumstances the individual(s) could be terminated as individuals or fined as a business. Furthermore, if you are working for a company and you are asked to do something that may be unethical weigh your options and make a sound decision accordingly to the benefit of the company and yourself morally. Parties The plaintiffs and defendants in this case are as follows: General Investment Corp. is a corporation based out of New Jersey (Plaintiff-Respondent), Anthony V. Angelini and Delores H. Angelini homeowners (Defendant-Appellants), Lustro Aluminum Products Inc. contracted to put siding on home (Defendant). The Supreme Court decided on June 7, 1971. Mr. Milton argued the case for the appellants, and Mr. Davis S. Baime argued the case for the respondent from Baime and Baime attorneys. Francis J. delivered the opinion of the court. Facts Anthony and Delores Angelini are homeowners that needed work done on their home. Lustro Aluminum Products is a contracting company that does home repair. The Angelini’s entered into a contract with Lustro for repair work on their home on December 10, 1966.” Lustro was licensed under the Home Repair Financing Act of New Jersey, chapter 41 laws 1960.” (General Investment Corporation v. Angelini)...
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...Introduction - Director’s duties Even though the law recognizes corporations as separate and distinct entities from the owners, it nevertheless recognizes that corporations act through people. Such people are referred to as directors and manage the activities of a corporation. In Lennard’s Carrying Co. v. Asiatic Petroleum Co. Ltd, the court observed that directors are the directing mind and will of the company. Accordingly, directors of a company act for and behalf of the company, and as such owe several duties to the company. These duties are at common law and also statutorily provided for. In the U.S., there is no single statute codifying these duties, and as such states are given the latitude to legislate on the issue (Clarke, 2007). Majority of other commonwealth contries however have a codified statute dealing with such issues. From a general perspective and subject to state law, director’s duties at common law apply to all states. It is imperative to note that these duties are owed to the company and not to the owners or shareholders. In Percival v. Wright, the court held that directors are not agents of the shareholders, but rather agents of the company as a whole. Importantly also, these duties also bind any person lawfully authorized by the directors, to act on behalf of their behalf. At common law, the duties of directors fall into two categories: the duty of care and skill in the conduct of the affairs of the company; and fiduciary duties of good faith and loyalty. In establishing...
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...partnership. Fial asserted that the clients should be assigned based on who brought them into the business. Fial formed a new business called Audit Consultants of Colorado, Inc. He then terminated the original partnership’s contracts with many clients and put them under contract with his new firm. Fial also terminated the partnership’s contracts with the independent-contractor auditors and signed many of these auditors with his new firm. The partnership terminated about 11 months after Fial wrote the letter to Steeby. Steeby brought an action against Fial, alleging breach of fiduciary duty and seeking a final accounting. Who wins? Steeby v. Fial, 765 P.2d 1081, Web 1988 Colo.App. Lexis 409 (Court of Appeals of Colorado) PARTIES In the Steeby vs. Fial case Roger Steeby is the plaintiff and Charles Fial is the defendant. Steeby and Fial formed a partnership at will to perform auditing services. CASE SUMMARY (FACTS) Pursuant to the agreement, equity, income, and profits of the partnership were shared equally. In the infancy stage of the partnership they conducted audit services themselves. As business success started to trend upwards they decided to employ independent contractors (auditors) to assist in performing audit service. Eventually the auditors were carrying out...
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...February 2015 New York State Bar Examination Essay Questions © 2015 New York State Board of Law Examiners QUESTION 1 In 1995, Walt, a widower, executed a will prepared by his lawyer, Len, which contained the following dispositive provisions: 1. 2. 3. 4. 5. I give and devise my residence to my daughter, Amy. I give and bequeath my 100 shares of C Corp. to my son, Ben. I give and bequeath $100,000 to my son, Cal. I give and bequeath $100,000 to the American Red Cross. I give, devise and bequeath all of the rest, residue and remainder of my estate to my grandson, Dave. Walt signed the will at Len’s office, and at Walt’s request, Len and Walt’s son, Ben, signed as witnesses in the presence of Walt and each other after Walt acknowledged that the document was his will. In 2000, Walt duly executed a new will which expressly revoked any and all wills previously made by him. In 2001, Walt decided that he did not like the terms of the 2000 will and physically destroyed it by his own hand. Walt died last year, survived by Amy, Ben, Cal, and Dave. Dave is Walt’s only grandson and is the son of Walt’s deceased son, Ed. The 1995 will has been admitted to probate over the objections of Cal that the 1995 will had not been properly executed and that, in any event, it had been revoked. Walt’s residence has been valued at $300,000, and his 100 shares of C Corp. have been valued at $200,000. After payment of all debts, expenses and taxes, the net estate...
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...officers, or persons performing similar functions, (collectively, the “Covered Persons”) of Legend Oil and Gas, Ltd. (the “Company”). Covered Persons have an obligation to the Company, its investors and the investment community in general to maintain the highest standards of honest and ethical conduct. In recognition of this obligation, the Covered Persons have adopted the following standards of ethical conduct. Adherence to these standards is integral to achieving the objectives of the Company and its investors. None of the Covered Persons shall commit acts contrary to these standards nor shall they condone the commission of such acts by advisors, agents or others engaged by the Company. Covered Persons shall apply, as appropriate, this Code of Ethics to all of the Company’s employees, agents and representatives in the performance of services on behalf of the Company. GENERAL STANDARDS AND COMPLIANCE WITH LAWS The Covered Persons have a responsibility to: * Maintain high standards of honest and ethical conduct. * Act in good faith, responsibly and without misrepresenting material facts or allowing their independent judgment to be compromised. * Refrain from engaging in any activity that would prejudice their ability to carry out their duties ethically. * Refrain from engaging in or supporting any activity that would discredit the Company. * Comply with rules and regulations of federal, state and local governments, and appropriate private and public regulatory...
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...probably recall his character Gordon Gekko, who basically espoused that “Greed is Good.” You might question his approach to ethics. Than again, maybe you wouldn’t! Unfortunately, companies have conflicting duties: to make a profit, to work efficiently, and still stay within the law or suffer dramatic consequences. As you might imagine, it is sometimes like putting a square peg into a round circle. For example, a company can make a higher profit if it uses overseas labor or raw materials, but what about the legality and ethics of such a decision? It would seem in recent years there has been an emphasis on the bottom line, rightly or wrongly. Legal versus Ethical Questions generally asked by companies: Is the proposed action: profitable? If so, is it: Legal? Ethical? Notice the ordering. Legal Behavior: many actions are clearly legal or illegal, but many items also fall into a gray area. While legal compliance is achieved, i.e., a minimum accepted standard, what about Advertising- how far can we stretch the truth and get away with it and attract new customers? Product Misuse? Are we responsible for the foolishness of consumers? How can a company defend itself when pushing the limits? General “rule”: if the company can...
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...Melissa Perrigo Dr. Randy Baker Graduate Finance Policy 03 December 2014 Master Limited Partnerships Executive Summary Investment vehicles are available in many different forms. They are used to earn money over a certain period of time. Investors have to make decisions quickly before the investment option is no longer available. The focus of this paper is the investment option of Master Limited Partnerships. Master Limited Partnerships are a type of investment vehicle that has been around since the early 1980s. They are a publicly traded partnership that is used by companies that own energy and natural resource assets. These companies are usually those that are mature and have no additional investment opportunities. There are several governance models for MLPs that are lined out from the traditional model to any modifications that have been made in the course of their lifetime. Each MLP can have different features oulined in their operating agreements, so investors need to have a good understanding of the MLP that can be bought into. They have advantages and disadvantages just as any other investment option. An advantage is that they are not doubly taxed while a disadvantage is that the detailed record keeping could outweigh the benefit of the tax advantage. There are more advantages and disadvantages outlined in this paper, but these are the most notable. Most are similar in nature, but there are different requirements stated for that particular partnership...
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...TABLE OF CONTENT Introduction 3 Stakeholders and their stakes 4 Case analysis -Issues, impacts and improvements 5 Conclusion 11 1. INTRODUCTION 1.1 CASE SUMMARY Delima Enterprise was founded in 1981 by En Zayed. The main business are trading and supplying related products including manpower supplies to the oil and gas industries. The enterprise was incorporated in 2004 as Delima Enterprise Sdn Bhd with En. Zayed and his wife, Puan Hashimah as the controlling directors and two principal shareholders. This case is about Delima Enterprise which wants to make banking facilities from Malayan Banking Berhad and CIMB Bank Berhad. The banks required company’s Audited Financial Statements for the last two years. From the requirement, Encik Zayed and Puan Hashimah realised that the company did not performed any statutory audit before. So, they engaged with the external Auditor Aziz & Co. (Chartered Accountant). The auditor need to performed statutory audit for the period 2003 to 2006. There are some mistakes happened during the last two years founded by the auditors. To resolve several issues, the auditors need to qualify the Financial Statements. However, Encik Zayed and Puan Hashimah tried to negotiate with the auditor to not qualify the Financial Statements. The auditor was not agreeing with the Encik Zayed negotiation and he planned to terminate the auditor appointment. Encik Zayed also...
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...------------------------------------------------- Executive Summary Now a day’s industrial police is a burning question in today’s business organizations. As Bangladesh is a developing country. Its economy is highly dependent on current and potential industries. But some industrial disputes and collusion had taken these industries to the border of destruction. In October 31, 2011 government has declared the journey of industrial police. Its main duty is to maintain peace in the industry. But it has some special duties and special authorities, which are different from other polices of our country. This paramilitary force is a very useful gift to the Bangladesh industry. So from different aspect, industrial police plays a very important role for our country. So we prepared this report on “Industrial Police of Bangladesh”. ------------------------------------------------- Origin of the Report In accordance with business organizations business educations has taken a new form. In here every education is meaningless if it is not implemented in practical field. That is why, at the end of the course a report is given to us to enrich our experience and practical knowledge about that course. That is why report on “Industrial Police of Bangladesh” was given to us in respect of our course “Business and Industrial Law”. ------------------------------------------------- Introduction Polices devoted to maintain the environment of the industry and enforce the law regarding industrial...
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...wisdom to make right decisions. We make those decisions based on our “duty” to morally exhibit good behaviors, regardless of the consequences. The duty of law enforcement officers is to enforce the good will and morals of society. This essay with show the links between Kant and Law Enforcement. INTRODUCTION Every profession is governed by a Code of Ethics. This code is specific to each individual profession, and shows the underlying values of that profession. This code also serves as a behavior guide for business professionals to follow. In a perfect world, everyone would make ethically moral business choices. German philosopher Immanuel Kant developed a moral philosophy/ethical theory based on this. In summary, his theory states that as humans, we are to act moral because, it is our duty to; it is our duty to make good decisions, with respect to the expectations of society, regardless of the consequences. In A Kantian Approach to Business Ethics (2008), Norman E. Bowie writes, “Kant argued the highest good was the good will. To act from a good will is to act from duty. Thus it is the intention behind an action rather than its consequences that make that action good,” (p. 57). From a Kantian perspective, law enforcement is built on the premise of duty, and moral standards. This means that law enforcement officers are bound, by the law, to perform certain duties. These duties coincide with the enforcement of the laws society has set forth. All...
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...Lec 6: Ch 10 (the role of company directors and other officers and the means by which they are appointed and removed); main focus is on the directors * ‘officer’ and ‘director’ definition- s9, p200 (Morley v ASIC). * ‘director’- a) appointed director regardless of the name given to their position; b) not validly appointed director but acts in position or; c) not validly appointed but the directors of the company are accustomed to act in accordance with the person’s instructions and wishes; person in a) OR b) is de facto director, within c) is a shadow director * Statutory duties, including the duty to act with reasonable care and diligence and the duty to act in the best interests of the company * Statutory requirement for all companies to have at least one director; PTY company must have at least one, with one ordinarily residing in Australia (s201A(1)); public companies must have at least 3, with at least 2 in Aus (s201A(2)) * Directors’ role: manage or supervise the management; for companies that rely on the replaceable rules as their internal governance rules, s198A provides that “the business of a company is to be managed by or under the direction of the directors’” * Company secretary: public companies must have at least one company secretary (s204A(2)) be 18yo and have at least one residing in Aus; PTY company may have one but is not required to appoint one (s204A(1)); secretary is appointed by directors; responsibilities include record-keeping...
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