Case Study on "Australian Corporations Law Director's Duties"

Quoted Instructions for "Australian Corporations Law Director's Duties" Assignment:

I need to answer the 3 "REQUIRED TO ANSWER" questions about the next case regarding Australian Corporations Law, more specific: Duties of Directors. I'll send scanned the relevant chapters of the prescribed textbook but I need references to some of the other books I'm writing down as well. The Citation Style I need is the Australian Legal Citation one, I am writing down a link which takes you to the Guide for this Citation Style.

Case Study

Hampton Park Pty Ltd (HP) has four directors: William, Jack, Susan and Gail. William is the managing director of the company while Susan and Jack are non executive directors of the company. Susan is an experienced business woman with other business interests and she is not involved in the running of the company. She leaves the running of the company to William and relies on him. She believes that if there is any problem in the company William will let her know. Jack is also an experienced businessman who sits on a number of other company boards. Jack was asked to sit on HP's board for his financial knowledge and experience but William had assured him that the company*****s Chief Financial Officer was one of the best and his role on the Board was to lend financial credibility to the company. Based on William's assurances Jack did not involve himself directly in the running of the company or the oversight of its financial position.

George is (HP's) chief Financial Officer. In July 2009, while the company's financial position is showing signs of deterioration, George advises that the accounts show a profit and HP would have a solid basis for paying a dividend. In July 2010, the company's financial position worsens. Despite being fully aware of the company's deteriorating financial position, George informs William and the Board that the HP has made a technical profit under s 254T of the Corporations Act 2001, and HP could declare a dividend.

Unbeknown to George the basis for declaring the dividend was altered in late June 2010 with the introduction of a different test for the declaration of dividends. George had become aware of the change in the law in September 2010 but he failed to inform the Board of HP before the Board signed off on the 2010 financial reports. In September of 2010 the Board signs off on the company's 2010 financial statements.

As a result of this favourable advice given to the Board by George, the board of directors decides to declare a dividend to members. Susan was absent from the meeting. Shortly after the dividend was paid the company went into liquidation.

REQUIRED TO ANSWER:

a) Advise whether there have been any breaches of the directors and officers duty of care under the Corporations Act and the consequences or penalties of any such breaches.

b) Also advise whether there have been any breach of directors duties in relation to insolvent trading.

c) Finally, advise whether any defences are available to the directors and what penalties may be imposed upon them if they are found to have breached the insolvent trading provisions under the Corporations Act 2001.

(Part a) 12 marks and Parts b) and c) 18 marks. Total of 30 marks)

SUGGESTED REFERENCES:

Lipton, P., and Herzberg, A., Welsh, M, Understanding Company Law, 16 edition Thomson Reuters 2012.

Students should remember to look at the Lipton and Herzberg website. www.lipton-herzberg.com.au

Harris, J. Hargovan, A. Adams, M. Australian Corporate Law LexisNexis Butterworths 4th edition, 2013.

Austin R.P. & Ramsay, I., Ford's Principles of Corporations Law, Butterworths, Australia, 15th edition, 2012.

Baxt, R., and Fletcher, K.L., Fridman, S., Corporations and Associations Cases and Materials on, Butterworths, Australia, 10th edition, 2008.

Parker, Clarke, Veljanovski, Posthouwer, Corporate Law, Palgrave 1st edition 2012

Hanrahan, P., Ramsay I., Stapledon G., Commercial Applications of Company Law. CCH 14th edition 2013

Redmond, P., Companies and Securities Law - Commentary and Materials, Law Book Co., Sydney, 5th, 2009.

Ciro T, Symes C, Corporations Law in Principle LBC Thomson Reuters, Sydney, 9th edition 2013

Li, G, Riley, S. Applied Corporate Law: A Bilingual Approach LexisNexis 1st Edition 2009.

Cassidy, J. Corporations Law Text and Essential Cases. Federation Press, 3rd edition Sydney 2010

Harris, J. Corporations Law, LexisNexis Study Guide 1st edition 2008

Harris, J. Butterworths Questions and Answers Corporations Law:, LexisNexis, 3rd Edition Sydney 2009.

Fisher S, Anderson C, Dickfos, Corporations Law - Butterworths Tutorial Series, 3rd Edition Butterworths, Sydney 2009

Tomasic,R.,Jackson,J.,Woellner,R., Corporations Law - Principles, Policy and Process 4th Edition Butterworths., Sydney, 2002.

Tomasic, R. Bottomley,S. McQueen,R. Corporations Law in Australia, 2nd Edition Federation Press, Sydney 2002.

Latimer, P, Australian Business Law CC, 2013 Edition.

Vermeesch,R B, Lindgren, K E, Business Law of Australia Butterworths, 12th Edition, 2011.

Pentony, Graw, Lennard & Parker, Understanding Business Law 5th ed Butterworths, 2013.

Davenport, S and Parker D, Business and Law in Australia, Thomson Reuters, 2012

Fitzpatrick, Synes, Veljanovski, Parker, Business and Corporations Law; LexisNexis 1st edition 2011

Crosling G M, Murphy H M, How to Study Business Law 4th Edition, Butterworths, 2009.

*****¢ See chapter 13.4 and 13.5 in Lipton,Herzberg & Welsh 16th Edition

Referencing

In law, the preferred referencing style is footnoting. Students are reminded that they will lose marks if they merely reproduce passages copied word for word from texts and other references without attempting to convey information and express ideas in their own words. Of course this does not preclude the intelligent use of relevant quotations in respect of which proper references are given.

It should be noted that the references must be given in respect of all material included in the essay. References are not to be confined to situations in which the ***** is citing a particular case or using a direct quotation. For example, if the ***** is putting forward a legal proposition or using a statement or idea drawn from a specific source, that source must be acknowledged by reference. It is essential that references be properly acknowledged at all times and marks will be deducted if this is not done. References may be acknowledged by numbering them consecutively throughout the essay and by giving details of the references by way of numbered footnotes at the bottom of the relevant page, or by way of a list at the end of the essay. Note carefully that the edition and page numbers of references must be given: it is not sufficient to merely give the name and author of the work. When referring to cases, the full case citation must be given. In addition, a bibliography should always be included at the end of the essay. Students should contact the lecturer if they are in any doubt as to the requirements for the giving of references.

Referencing: Footnotes or end-notes must be used to acknowledge the source or sources of information contained in the assignment. Footnotes are preferred, but either will be accepted. In regard to the acknowledgment of references and matters of style and presentation, students are referred to:

1. Australian Guide to Legal Citation ��" VU Library Homepage. For all referencing questions for your assignment or any legal writing See: Australian Guide to Legal Citation: The VU Library has a 4 page edited version under Information for researchers: Click on Information for researchers and then click on Referencing and then click on Style Manuals. A copy of the Australian Guide to Legal citation is also available on Webct.

See: http://w2.vu.edu.au/library/referencing/files/AGLC2.pdf

Also see Monash Legal Abbreviations for abbreviations of legal publications.

See: http://www.lib.monash.edu.au/legal-abbreviations

2. G.R.E. Phillips and L.H. Hunt, Writing Essays and Dissertations,

3. G Campbell, The Little Black Book. (available in the bookshop).

Students are required to pay careful attention to spelling, expression, and legibility in the writing of their essays.

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