...KOLEJ UNIVERSITI TUNKU ABDUL RAHMAN FACULTY OF ACCOUNTANCY, FINANCE AND BUSINESS ACADEMIC YEAR 2014 / 2015 BBBL2043 CORPORATE LAW COURSEWORK: ASSIGNMENT Method: GROUP ASSIGNMENT Marks: 50 marks Students are required to read and comply with the following rules and regulations before commencing work on the coursework assignment. Non – compliance of the said rules and regulations MAY LEAD TO DEDUCTION OF MARKS OR POSSIBLY REJECTION OF THE ASSIGNMENT PAPER. A. GENERAL INSTRUCTIONS TO STUDENTS: 1. Group composition: a. This Coursework is to be done on a group basis. b. Each group will comprise of a minimum of 6 and maximum 8 students. 2. Group member evaluation a. Each group member is required to complete a group/peer evaluation form – appendix C - based on his/her true and fair opinion with regards to the contributions and involvement of each of his/her group members in this assignment. b. The completed evaluation form MUST be submitted and ATTACHED together with the assignment directly to the tutor during tutorials. Failure to submit the group member evaluation form will result in a zero (0) being recorded against your name. 3. Plagiarism/collusion: a. Plagiarism occurs when a person copies or reproduces another person’s words and ideas and presents them as his or her own without proper acknowledgement. Thus plagiarism can take the form of reproduction without acknowledgement from published or unpublished works...
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...[pic] Corporation Law BULAW 5915 1/22/2013 Suneel Younis Mughal Ub 300 92 001 1.0 Corporate Governance Corporate Governance practice aim to ensure that the board is accountable to stakeholders, especially shareholders, and that management is accountable to the board (Lipton, Herzberg & Welsh, 2010).It is helpful to an understanding of corporate governance to appreciate that it is concerned with how corporate entities are governed as distinct from the way the businesses within those entities are managed. Governance relates to where the company is going. Management is concerned with getting the company there. This distinction is central is determining the role and function of the board and its relationship with management (Lipton et al., 2003). In the ASX Corporate Governance is described as “the framework of rules, relationships, systems and processes within and by which authority is exercised and controlled in corporations. It encompasses the mechanisms by which companies, and those in control, are held to account. Corporate governance influence how the objectives of the company are set and achieved, how risk is monitored and assessed, and how performance is optimised (Lipton et al., 2003). There is no single model of good corporate governance. The eight core principles that the ASX Corporate Governance Council believes underlie good corporate governance. 1. Lay solid foundation for management and oversight-Fundamental to any corporate governance structure...
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...QUESTION: In ASIC v Healey [2011] FCA 717 at [14] Middleton J stated: A director is an essential component of corporate governance. Each director is placed at the apex of the structure of director and management of a company. The higher the office held by a person, the greater the responsibility that falls on him or her. The role of a director is significant as their actions may have a profound effect on the community, and not just shareholders, employees and creditors. Under the Corporations Act 2001 anyone who is over 18 and not disqualified can be a director. Is it appropriate that there be no qualifications for directors? Should there be different requirements for directors of proprietary companies and directors of public companies? ANSWER Sections 201B(1) and 201B(2) of the Corporations Act 2001 stipulate that directors must satisfy a minimum age requirement of 18 years and are ineligible for appointment if they are disqualified from managing corporations. This qualifies a large proportion of the Australian population. Nonetheless, it is appropriate that there be no qualifications for directors; the corporate form should be available to everyone. The onerous obligations imposed on directors set a high benchmark for Australian directorship. To require positive qualifications would disqualify many competent directors. Qualifications would be inappropriate in many business contexts because the skills required of directors are specific to the corporation. Directors can...
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...How is good corporate governance achieved? 3 2.2 Why is this concept important to Australia? 4 2.3 What are the roles, responsibilities and powers of the Board of Directors, Management and shareholders? 5 2.3.1 The roles, responsibilities and powers of the Board of Directors 5 2.3.2 The roles, responsibilities and powers of the Board of Management 7 2.3.3 The roles, responsibilities and powers of the Board of Shareholder 8 2.4 How does the Board add value to a company? 9 2.5 What are at least two of the theories that are used to “measure” corporate governance? How do they measure “good” corporate governance? e.g. Contractual theory and the communitarian theory, stakeholder theory. 10 2.6 What disclosures to shareholders are required by law and why? 11 3 Conclusions 13 4 Bibliographies 14 1 Introduction Nowadays, the company governs has become the global economic which a subject matter grows day by day. When a company maintains the competitive power, attracting investments, guaranteed that sustainable, and struggle against corruption, it must to applying good governance. In the most foundation's level, the company governs sets up “the game rule” to handle the related property rights and the domination separation. Board of directors’ benefit, the coordinated enterprise's owners, the superintendent and other benefit counterparts, were considered that is the essential effective revolution company governs the frame in a company. The good corporate management...
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...Corporate governance. 1. What is meant by the phrase ‘corporate governance’? 2. Albert Morris is chairman of a tool manufacturing company he set up thirty years ago and which is now quoted on the London Stock Exchange. Recently he said to his accountant; ‘This business is mine and I’ll run it as I like. My board of directors will do as I tell them, and I’ll not put up with interference from shareholders’. Discuss the legal and governance issues which may suggest that Mr. Morris is incorrect in what he said to his accountant. 3. Critically evaluate the recommendations of the Cadbury Committee. ANSWERS. 1. In any question on corporate governance (CG), start by explaining what the term means. According to the OECD definition (p372 your textbook), CG is the system by which companies are directed and controlled. It means the distribution of powers and duties within a company between its principal stakeholders. It is the mechanism by which a company’s strategy and objectives are set. CG also means the distribution of powers between the main stakeholders. These are shareholders, employees, customers, directors, creditors, the tax authorities. Remember, one of the goals of CG is to align the interests of the providers of capital- the investors and shareholders- with those of the managers of that capital- the directors of the company. This is the basis of ‘agency theory’. The risk is always that the managers will run the company...
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...Overview: The principle of “progressive realization” When a State party ratifies the Convention on the Rights of the Child (CRC), it agrees to be bound by a series of obligations to ensure that all children are able to fully enjoy the rights recognized in the Convention. Specifically, Article 4 provides that to give effect to the Convention's principles and provisions, States parties must undertake concrete steps, including “all appropriate legislative, administrative, and other measures.” These obligations are universally applicable, however, the drafters understood that the costly nature of reform initiatives, particularly for economic, social and cultural rights, could prove prohibitive for many States parties. As a result, Article 4 elaborates that in relation to economic, social and cultural rights, measures must be undertaken by States parties “to the maximum extent of their available resources.” In so doing, the Convention takes up the wording of Article 2 of the International Covenant on Economic, Social and Cultural Rights and introduces the concept of “progressive realization.” Progressive implementation is explicitly articulated in the CRC as an option with regard to implementation of the rights to health care (art. 24) and education (art. 28), but perhaps most significantly under Article 6 which recognizes that every child has the inherent right to life and that States parties must ensure “to the maximum extent possible” the survival and development of the child...
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...Corporate Law How to establish the right business organization for a startup company The Legal & Ethical Environment of Business BUS 252-003 Winston Spencer Waters Submitted 11/21/2013 By Maria Andersen The intention with this paper is to examine and explore the three main types of business structures; sole proprietor, corporation, and partnership. During this paper, we will take a deeper look into each of these structures, discuss the advantages and disadvantages, and finally determine which is more beneficial to use for a startup company. The process of starting up a new company may be very exciting, but it is also crucial to know all your options and think through your actions before implementing them. One of the first steps in the complex process of starting up a company, and maybe the most important step, is to decide on a business structure. This decision will also determine what kind of income tax return the company will have to file, a tax that is imposed on entities and that will change along with the income or profits of the entity. However, there are also some other important factors the business structure will determine such as level of risk, range of control, and external interest. All the three business structures mentioned; sole proprietor, corporation, and partnership, have different dominating characteristics, which in some cases may be beneficial for the company while they may cause some disadvantages in other situations. The definition...
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...CONTENTS Introdcution ...................................................................................................................................................................2 Definition of a Company ............................................................................................................................................2 Features of a Corporation ..........................................................................................................................................3 Difference Between a Company and Its personnel .......................................................................................................4 Shareholders ..............................................................................................................................................................4 Directors ....................................................................................................................................................................4 Directors as agent: .................................................................................................................................................5 Directors as Trustees: ............................................................................................................................................5 The Veil of Incorporation ............................................................................................................................
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...Corporate Law Course Overview * Introduction to and sources of Company Law (2) * Types of companies – General characteristics (7) * Formation of a company (13) * Capital (19) * Financing of company * Corporate Bodies * General meeting * Control * Annual Corporate Compliance * Director’s liabilities * Restructuring of companies * Liquidation of companies * Continuity * Draft questions exam Introduction to and sources of company law Sources When I start up a business in Belgium, whether I’m Belgian or my foreign company locates a subsidiary here, which legislative rules should I take into account? Which legislation can accurately tell me what to do and what not to do? There are four sources of legislation for Belgian companies: the Belgian Company Code, the Jurisprudence, the Doctrine and the European Directives. The Company Code The Company Code is a legislation code that was adopted by the Belgian Parliament on the 7th of May in 1999, which regroups and restructures the main provisions of Belgian Company Law. For decades, authors and practitioners had been complaining about the complexity of the Belgian Company Law. There were far too many sources to it. What they wanted was one and only one book with all the provisions concerning the Belgian Company Law. So by adopting the Company Code, the legislator...
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...proposed law can be attacked on the basis of pragmatism as ineffective. It does not even discuss, let alone define, an enforcement mechanism or penalties for non-compliance. The proposal would be an enforcement nightmare, exacerbating an already bad situation where many laws are poorly enforced in India and further undermining respect for law. Curiously, the proposal even includes a loophole. If the 2 percent allocation is not made in a given fiscal year, the CSR committee has to submit an explanation to avoid being penalized. There is no discussion of what explanations would be legally valid, opening up much room for corruption and extortion. While India has experienced rapid economic growth, the benefits of this growth have not been distributed equitably. Inequality, which was already high, has increased even more. India's Gini coefficient, the official measure of income inequality, has gone up from 0.32 to 0.38 in the last two decades. For example, about 50 percent of children in India are malnourished due to pervasive poverty. Trickle-down economics are not working. The proposed law does not go far enough in reducing inequality and helping the disadvantaged. Without a coercive enforcement mechanism, it is unlikely that the law will result in widespread compliance. In other words, “mandatory” CSR will remain largely voluntary. Many activities that companies undertake are both profitable and good for society. Companies would undertake these activities regardless of the law, since...
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...Call for Papers on “Corporate Law: Contemporary Issues & Challenges” Posted on February 1, 2015 by LexQuest The Law Mantra Law journal (ISSN 2321 6417) is a monthly academic journal, published online, that seeks to provide an interactive forum for the publication of articles in the field of Law. The Journal is currently soliciting submissions for Volume 2, Issue 4, which will be published in March 2015. The submission deadline for Volume 2, Issue 4 is March 30, 2015. We welcome submissions from academicians, practitioners, students, researchers and experts from within the legal community. We have a strong preference for articles that assert and defend a well-reasoned position. Law Mantra is an Online Journal and Web Portal, under the Chief patron of Dr. Hon. Justice Malimath, former Chief Justice Karnataka and Kerala High Court, Prof. (Dr.) M.P.Singh, Chancellor Central University, Haryana, Prof. (Dr.) Gurjeet Singh, Founder Vice-Chancellor N.L.U.J.A Assam, Prof. (Dr.) Faizan Mustaffa, V.C NALSAR Hyderabad, Prof. Shamnad Basheer and other luminaries from the legal fraternity. It is aimed at institutionalizing and channelling the analytical and incisive articles of students towards value addition and developing inherent potentials of legal fraternity. The Themes for Call for Paper is “Corporate Law: Contemporary Issues & Challenges” Write us journal@lawmantra.co.in or editor@lawmantra.co.in About The Competition: The competition basically has the purpose to bring...
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...CORPORATE LAW ASSIGNMENT TASK1 Introduction The board meeting conducted by the board of directors of Juices Ltd in December 2010 revealed a new proposal for Juices Ltd to acquire the juice container manufacturing business owner by Fruit juice containers Pty Ltd, $48 million being the settlement price. The proposal was duly considered important as Juices Ltd operated an apple and pear juice producing business and owned ore hands around Australia and the juice container manufacturing business can provide Juice Ltd’s juice containers to the customer who already falls under Juice Ltd’s target market. In order to broaden the domain of its business the proposal was put forward by Chen who is a non executive director of the company though all the board members were suppose to be present in the board meeting else one of the non executive director could non- attend the meeting as on the same day and time she met with an accident and broke her arms and unable to receive treatment from the emergency department of the local hospital. The company managing director Uma was authorized the chairman Jack to acquisition within 10 minutes. Though the company’s chief financial officers Isaacs financial report was presented on the impact of the acquisition but unfortunately he was forbidden to participate in the board meeting and gain or deliver any views in regards to the business proposals. Though it was decided in the meeting to approve the acquisition and signing up of the contract by Uma to...
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...Assignment December 16, 2012 CORPORATE COMPLIANCE OF LABOUR LAWS INDEX PAGE No Cover Page with Contents 1 Introduction 2 Conceptual Discussions 3 Implementation of Labour Laws 6 Labour Laws Prevailing in Other Countries 26 Data Analysis & Interpretation 32 Conclusion & Recommendation 38 Bibliography 40 Chapter – 1 INTRODUCTION 1. Labour law also known as employment law is a body of laws, administrative rulings and precedents which address the legal rights of, and restrictions on, working people and their organisations. It mediates many aspects of the relationship between trade unions, employers and employees. In brief, Labour law defines the rights and obligations as workers, union members and employers in the workplace. Generally Labour law covers:- (a) Industrial Relations – Certification of Unions, Labour-management relations, collective bargaining and unfair labour practices (b) Workplace health and safety (c) Employment standards, including general holidays, annual leave, working hours, unfair dismissal, minimum wage, layoff procedures and severance pay. 2. There are two broad categories of Labour law. First, collective labour law relating to the tripartite relationship between employee, employer and union. Second, individual labour law concerning employees’ rights at work and through contract of work. 3. Once an investor sets-up a business in India, whether a liaison office, project office, branch or company, that...
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...Dr. Iragaravarapu Sridhar CCBMDO Batch: 09 Perspectives of Law and Business Assignment December 16, 2012 CORPORATE COMPLIANCE OF LABOUR LAWS INDEX PAGE No Cover Page with Contents 1 Introduction 2 Conceptual Discussions 3 Implementation of Labour Laws 6 Labour Laws Prevailing in Other Countries 26 Data Analysis & Interpretation 32 Conclusion & Recommendation 38 Bibliography 40 Chapter – 1 INTRODUCTION 1. Labour law also known as employment law is a body of laws, administrative rulings and precedents which address the legal rights of, and restrictions on, working people and their organisations. It mediates many aspects of the relationship between trade unions, employers and employees. In brief, Labour law defines the rights and obligations as workers, union members and employers in the workplace. Generally Labour law covers:- (a) Industrial Relations – Certification of Unions, Labour-management relations, collective bargaining and unfair labour practices (b) Workplace health and safety (c) Employment standards, including general holidays, annual leave, working hours, unfair dismissal, minimum wage, layoff procedures and severance pay. 2. There are two broad categories of Labour law. First, collective labour law relating to the tripartite relationship between employee, employer and union. Second, individual labour law concerning employees’ rights at work and through contract of work. 3. Once an investor...
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...not trade whilst insolvent and whether there is any breaches of these duties. These duties are set up to allow directors hold accountability and to minimize risk of wrongful or illegal behavior. Duties of a “Director” The term “director” is clarified under s 9 of the Corporations Act 2001, which states that “definition of a 'director' includes those appointed to the position of a director, an alternate director and those acting in the position even if not validly appointed. It also includes those persons in accordance with whose wishes the directors of the company are accustomed to act. With becoming a director, there is a scope of duty that is to be obliged by the directors within the fiduciary duties and statutory duties. Under common law, duties of a director or officer are; i) To act to...
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