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Case Law

In: Business and Management

Submitted By meizigreentea
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Advance Bank Australia Ltd v. FAI Insurances Ltd P3.20 * Defensive actions during hostile takeover – although the directors acted honestly and in good faith they exceeded their power and used their power for an improper purpose. * Company funds being used by directors to conduct re-election campaigns

Aberdeen Ry v. Blaikie P3.23 * Contract between the company and a partnership, of which one of the directors was a partner, was held to be void at the instance of the company, notwithstanding that its terms were perfectly fair.

Brunninghausen v. Glavanics P 3.17 * Nature of the transaction may give rise to a fiduciary duty owed by the directors to the shareholders.

Coleman v. Meyers P3.17 * Failure to disclose information within the knowledge of one director may amount to ‘special circumstances’ which can give rise to a duty of a fiduciary nature to individual shareholders and not just the company as a whole.

Cooke v. Deeks P3.25 * Director cannot take up a corporate opportunity without fully disclosure

Darvall v. North Sydney Brick and Tile Co. Ltd P3.17 * There is a greater obligation to take into account the interests of the creditors where the company is either insolvent or close to insolvency.

Furs Ltd v. Tomkies P3.25 * Undisclosed benefits (to the shareholders) have to be returned to the company * Improperly use position in the company to his own advantage and to the detriment of Furs Ltd (P3.26)

McNamara v. Flavel * A director of an insolvent company transferred assets of the company to his own company for no consideration so as to avoid claims by creditors. This was held to be a breach of duty (use of confidential information)

Nguril Ltd v. McCann * Improper purpose: issuing shares to maintain the directors control over the company

Paul A. Davies (Aust) Pty Ltd v. Davies * Any...

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