...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 Thus plagiarism can take the form of reproduction without acknowledgement from published or unpublished works...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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...School of Business Assignment Cover Sheet School of Business Assignment Cover Sheet STUDENT INFORMATION STUDENT ID | 30106245 | SURNAME | BANDRADDI | PHONE NO. | 0414985393 | GIVEN NAMES | VINOD KUMAR | E-MAIL | Vinod887@hotmail.com | Instructions for submission are found in the unit description. Assignments with Cover Sheets not signed at the bottom will be returned unmarked and may then incur a penalty for late submission. ASSESSMENT INFORMATION UNIT NAME | Corporate Law | UNIT CODE | BULAW5915 | ASSIGNMENT DETAILS (title) | Assignment On Corporate Governance | LECTURER / TUTOR’S NAME | Anwar Chowdhury | Campus / Provider | University of Ballarat, Sydney | DUE DATE | 18th May,2012 | SUBMITTED ON | 18th May,2012 | PLAGIARISM The School of Business and the University regards as a very serious matter the action of a student who acts dishonestly or improperly, including plagiarism or cheating, in connection with his or her academic work. Under University Regulation 6.1.1 “Plagiarism” is defined as “…the presentation of the works of another person / other persons as though they are one's own by failing to properly acknowledge that person / those persons”. Plagiarism may take many forms including: * direct copying of sentences, paragraphs or other extracts from someone else’s published work (including on the Internet and in software) without acknowledging the source; * paraphrasing someone else’s words without acknowledging...
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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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...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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...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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...Compare and contrast the Companies Act 1963 -2009 with the Companies consolidation Bill 2011. Highlight the major differences and identify new initiatives in the Bill. The 1963 Act, by law the Principal Act, remains nominally the main Companies Act in Ireland today, but does not anymore provide a comprehensive statement of the law. Since 1977 it has continually been amended. The 1990 Act contains 262 sections of law and the 2001 Act contains 114 sections, although the Principal Act contains only 399 sections. The need for a consolidating Act is greater than ever as nine amending Acts of the Oireachtas and numerous statutory instruments have substantially changed the Principal Act. According to the Company Law Review Group’s (CLRG) report consolidation of the Companies Acts will be the third major consolidation in recent years of bodies of law impacting substantially on commercial activity. The advantages of consolidating significant bodies of legislation are set out clearly in the introduction to the Government proposals for the Taxes Consolidation Bill 1997. Some of these advantages are that all direct (tax) legislation will be available in a single up-to-date Act, in a coherent, orderly and more simplified format. As part of the process, a significant amount of unnecessary and obsolete material will be eliminated and there will be considerable simplification in content. All future amendments will be capable of being slotted into the Consolidation Act by amendment and...
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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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...advantages and disadvantages. However, proprietary companies have more advantages compared to public companies. There are many steps in registering a company, which are divided to pre-registration, registration and post-registration. There are also a few alternatives in completing a company’s registration, for example, Ted could do it online. The most appropriate company for Ted to establish is a proprietary company limited by shares, whereby Ted and his employees are not personally liable to the company’s debts, except for situations that may lift the ‘corporate veil’. There are also a few ongoing requirements that Ted have to fullfil prior of registration of company. In some situations, Ted may also restrict the sale of his shares and lastly, few aspect that Ted hav to take account to in establishing a company is the efficiency, transparency and confidentiality of the company. Introduction Ted is a sole trade of Ted’s Corporate Services. The business has been expanding for the past two years, in which has a turnover of about $1.5 million with $2 million in assets which include a car, van, storage area and various machines used for cleaning. Ted’s wife and two children also work with him and he is hoping to retire in about 5 years time and sell the business to his children. Ted has three other employees and...
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...corporate veil Salomon v Salomon Separate entity concept + limited liability concept ( corporate veil, which ensures that shareholders are not personally liable to creditors for their company’s debts, even though: ❖ all the company’s shares are beneficially owned by one person; and ❖ the sole purpose of the company was to obtain the benefit of limited liability. Macaura v Northern Assurance: Where a member transfers property to his company, he loses any proprietary interest in the property. [A company owns property distinct from the property of its members.] LIFTING the corporate veil Incorporation for a fraudulent/improper purpose ❖ Gilford Motor v Horne: If the company was formed for the primary purpose of avoiding existing contractual obligations, the corporate veil is lifted. ➢ *H resigned from his position as managing director of GM. ➢ *H started a business under his name which competed with GM. ➢ *H discovered that the former service agreement provided that he would not, at any time, solicit customers of GM. ➢ *A company was incorporated in the name of H’s wife, which then conducted the business. ➢ *Although H was not a shareholder of the company, he conducted its affairs. ➢ *The company sent circulars to GM’s customers, seeking their business. ➢ The company was formed for the purpose of avoiding existing contractual obligations ( it was a “mere cloak or sham” used as a device ( corporate veil was lifted. Agency relationship...
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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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...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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...| BLO 2205 Corporate Law | Assignment | | Student Name: QI DI | Student ID Number: 3812696 | Synopsis The aim of this essay is to help company have deep awareness about dividend paid out of profit through discussing about what consist of profit, what is profit in legislation, the rules of case law that companies should obey to pay dividend legally and some relevance of accounting standard. This essay is divided into five parts. First of all, an introduction will be given. Then the confirmation and types of profit will be introduced. After that, this essay will interpret the rules of paying dividend depends on specific circumstances. Subsequently, the relevance of accounting standard will be offered. The last part is conclusion. Introduction In the current commercial world, earning profit is what the profit-oriented companies are seeking for. Accordingly, getting dividend is also what the investors are pursuing. Therefor it is essential and crucial to ascertain divisible profit and dividend to distribute to directors as the return for their investment. In the case of Spanish Prospecting Co Ltd, Fletcher Moulton LJ stated that profit indicates the comparison of the two states which are usually done by an interval of a year. This is taken as the term of profit in the view of legislation. While in accounting method profit is similar to income which according to AASB 118, is clarified as the inflow economic benefits which is in the forms of inflows of...
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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 ownership is one of three broad categories of legal ownership of a business, along with sole proprietorship and partnership. Both proprietorship and partnership categories of business ownership are simple arrangements that can be entered into and dissolved fairly easily. Incorporation, on the other hand, is a more complex process for it involves the creation of a legal entity that serves as a sort of "person" that can enter into and dissolve contracts; incur debts; initiate or be the recipient of legal action; and own, acquire, and sell goods and property. A corporation, which must be chartered by a state or the federal government, is recognized as having rights, privileges, assets, and liabilities distinct from those of its owners. ADVANTAGES OF INCORPORATION • Raising Capital—. It is much easier to raise new capital. The ability to issue shares is simplified for raising capital investment. Incorporation is generally regarded that the owners are serious about their business enterprise, and intend to devote time and resources to the venture for a significant period of time. This factor, as well as the reporting requirements of incorporation and—in some cases—the owners' more formidable financial resources—make corporations more attractive to some lending institutions. • Ease of Ownership Transfer—Ownership of the company can be transferred fairly easily by simply selling stock (though some corporations attach restrictions in this regard). • Tax Advantages—Some...
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