Facts 1: Roger and Reggy have just set up a company and they are the directors. The have sold shares to a number of family members. They wish to call their first shareholder meeting and are unsure of things such as: - Quorum - Procedures for the calling of a shareholder meeting and the level of content that is required in the notice - They are unsure if proprietary companies need to put more or less detail in the notice sent out to shareholders than is required by public companies.
Required: Provide advice in the form of a report for Roger and Reggy on the above.
Illustrate your answer by reference to relevant legal principles, cases and, where appropriate, statutory provisions of the Corporations Act 2001 (Cth).
Facts 2: Barbara and Adrian are the directors of Carmy Ltd. The company currently only has ordinary shares but is considering issuing preference shares, but are a little unclear of the benefits of having preference shares.
Required: Provide advice in the form of a report for Barbara and Adrian on why some companies in Australia do have different classes of shares and what is the purpose of s246B of the Corporations Act 2001 (Cth)
Illustrate your answer by reference to relevant legal principles, cases and, where appropriate, statutory provisions of the Corporations Act 2001 (Cth)
Facts 3: Sim and Mon are the directors of Dogs Bark Pty Ltd. Sim owns 35% of the shares and Mon 45%.The only other shareholders are Jacob who owns 5% of the shares and Konrad who owns 15%. Jacob wishes to sell his shares as he wants to move to Europe. He asks Mon, Sim and Konrad if they wish to buy his shares. Mon is willing to buy them at a price that Jacob is content with. The company's constitution provides that all directors need to sign the share transfer for it to be effective and to assist in registration. Sim refuses to sign or assist saying that it would be unfair for Mon to buy the shares as it would give her too much power in the company. Sim believes that she has ‘just cause' to refuse to sign the share transfer.
Required: Provide advice in the form of a report for the company on the rights of directors to refuse to register a share transfer and in relation to what would constitute ‘just cause'.
Illustrate your answer by reference to relevant legal principles, cases and, where appropriate, statutory provisions of the Corporations Act 2001 (Cth).
Facts 4: Tom and Ben are the directors of a profitable computer business Tom and Ben Pty Ltd. They are the two directors but their family members are shareholders. Ben thinks they need to appoint another director as the business has rapidly expanded and they understand they may need a director with good financial numeracy.
Required: Provide advice in the form of a report for Ben and Tom around: - Who the organs of a company are; - How a new director can be appointed; - The basic directors duties that directors owe their company, both under the common law and statute.
Illustrate your answer by reference to relevant legal principles, cases and, where appropriate, statutory provisions of the Corporations Act 2001 (Cth).
Facts 5: Tom and Ben are IT enthusiasts that are thinking of setting up their own computer sales business. Ben is also an accounting student and has heard about the term ‘corporate veil' but he can not remember if it is a ‘good thing' or a ‘bad thing' for companies.
Required: Provide advice in the form of a report for Ben and Tom around the corporate veil and when the Australian courts are likely to lift the corporate veil.
Illustrate your answer by reference to relevant legal principles, cases and, where appropriate, statutory provisions of the Corporations Act 2001 (Cth).