Liabilities of a Director Essay

A company is usually established by individuals or Directors (officers included) in this case so as to run it in appropriate manner in order to make maximum profits. For this to happen, it is for the company (Pandora Diamonds and Gems Pty Ltd in our case) to enter or make contracts with outsiders like Kaplan Bank Ltd and Space Solutions Pty Ltd as far as our case is concerned. The contracts made by the company with other outsiders are usually done by Directors who are, most often than not, act as representatives of that mentioned company and be able to be liable by the acts of its Directors as stated in s126. Directors acting on behalf of the company during any contracts are usually in a crucial position of trust within that company, and therefore, the vast array of legal duties will stretch out on their shoulders for holding that position. Due to this hot position, it is easier than not, for their powers to be abused in different ways. Directors have been known to abuse their powers in office for their personal gain. For example, Directors have been held liable for inappropriately using company’s funds in making their personal secret profits. In such cases, the corporate law comes into play (the Common Law and the Corporations Act 2001 (Cth)) and Directors or any other officer who recklessly breach specific duties and obligations should be prosecuted in the court of law. So for the purpose of liability, the common law and the Corporations Act 2001 (Cth) have been laid down so as to minimize the risk of wrongful behaviors by company’s Directors. In this paper, I will discuss the responsibilities, liabilities and duties of a director(s) in a company and give examples how Directors of various companies have been accounted or held responsible for infringing Corporations Act 2001 (Cth) laws. Directors’ Duties Since companies are usually established and managed by directors and a number of officers, these directors have that ostensible authority, collectively, to represent that mentioned company and not as an individual Director. As I am going to talk about it below, some individual directors (Andrew and Brian in this case) have been known to enter in to some kind of contract with outsiders (other companies) and not collectively as board of directors, as allowed under s201J and s198D of the Corporations Act 2001 (Cth). Directors, in most cases, have contravened these sections of the Act because they have their own material personal interests outside the company and have disowned their â€Å"duty to act honestly and in good faith to the best interest of the company† as per Part 2D.1 of the Corporations Act 2001 (Cth). Directors can only avoid the civil or criminal penalties for breaching the Corporations Act 2001 (Cth) only if they fully understand their liabilities and duties (Sieve rs, 1997 and Cassidy, 2006). Some of Corporations Acts laws, which directors need to be watchful for, in order to avoid contravening Corporations Act laws, are and not limited to: 1. Act in good faith and honest for the best interest of the company. 2. By considering company’s interests ahead of their own. 3. Avoiding conflicts of duty and interest. 4. Duty to avoid insolvent trading by the company 1. Duty to act honestly and in good faith to the best interest of the company As far as s181 of Corporations Acts 2001 (Cth) is concerned, any director including Andrew and Brian in our case, have to act â€Å"in good faith and in the best interest of the company (Pandora Diamonds and Gems Pty Ltd)† (see Darval v North Sydney Brick and Tile Co (1988) 6 ACLC 154) and not for their personal intentional purposes. In our case, before resigning, Brian set up his own jewellery business so that he can engage in a lucrative business of supplying jewellery to his new friend Victor after resigning from Pandora Diamonds and Gems Pty Ltd. Brian, under Corporations Act 2001 (Cth) s.184, may have infringed the statutory duties that are found in ss.181-183, and therefore liable for civil or criminal penalties as per Corporations Act laws (Sievers, 1997 and Cassidy, 2006). 2. Duty not to improperly use the position of a director to gain any personal benefits As contained in s182 of the Corporations Act 2001 (Cth), directors must demonstrate their powers for the required purposes so that companies like Pandora Diamonds and Gems Pty Ltd for example can benefit and those directors who violate s180 of the Corporations Act law Sbe penalized or disqualified in the court of law as was illustrated in the case of Mills v. Mills (1938) 60 CLR 150 (Cassidy, 2006). In our case, the exercise of power by Brian to secure some personal advantage by starting his own jewellery business, is considered as an ‘improper purpose’ because it is not within the purpose of benefiting Pandora Diamonds and Gems Pty Ltd, but to himself (see Mills v. Mills (1938) 60 CLR 150, Biala Pty Ltd v. Uallina Holdings (No 2) (1993) and ASIC v. Adler (2002)). Eventually, Brian will be responsible for any financial benefit he might have received as the head of Pandora Diamonds and Gems Pty Ltd (see Queensland mine Ltd v Hudson (1978) 18 ALR 1) (Cassidy, 2006, p. 251). 3. Avoiding conflicts of duty and interest. The conflict of interest is a matter for all board of directors that does not only affect specific directors in the company. According to section 182 and 183 of the Corporations Act, any misuse of director’s position just for the disadvantage of the company and for the benefit of the director is generally forbidden by the law (see Aberdeen Railway Co. v. Blaikie Bros (1854). If some sections like s191 to s195 of the Corporation Act is analyzed further, it details some important rules on how Directors (Brian included) are supposed to disclose or declare to the board of directors, if there is any personal interest that is related to the affairs of the company. This is required so as to ensure that the honesty and integrity of directors are thoroughly observed (Cassidy, 2006). As far as our case is concerned, Brian may have violated s181 of the Corporations Act, for he did not declare or disclose to the board of directors that he has some interest of starting is own business as required under s191 (3) and he may be prosecuted in the court of law for not declaring his interest. 4. Duty to prevent insolvent trading by the company Corporate regulators have tried many means to make sure that there are no companies that can trade while insolvent by imposing higher level of liability on directors. As per s588G of the Corporations Act, civil penalties and personal liability on directors have been imposed on them if in case a company incur a debt and is declared insolvent. An example of a case where directors were liable for the company’s insolvency was that of Commonwealth Bank of Australia v Friedrich. Here, Maxwell Eise who was a director was fined millions of dollars for causing the company to undergo insolvency. The court argued that Maxwell Eise (Brian and Andrew in our case) had breached s588G of the Corporations Act and was liable for debts incurred by the company because his failure to prevent it. If in case directors of companies like Pandora Diamonds and Gems Pty Ltd have acted criminally and believed to be dishonest, in which may harm the company because of their self personal advantage, ASIC with the assistance of Australian Federal Police, criminal investigation can be conducted and tough procedures has to be followed when collecting evidence that will be use to determined as to whether a prosecution should go a head. And if the case is found to be more serious, it will be handled with the Commonwealth Director of Public Prosecution; otherwise the lower courts will deal with these kinds of cases. All in all, directors should carefully study, understand and appreciate their duties and responsibilities that they are subject to as company bosses. Being a director of a company is not an easy task because there are several fiduciary duties that need to be adhered to.

Free Essays on Kurt Cobain

Shortly after 11:00 A.M., three coroners from the King County Medical Examiner’s Office arrived at the Cobain residence and took little time in concluding that Cobain died of a self-inflicted gunshot wound. The Cobain residence had by this time become a media circus, and the media soon learned of the coroners’ conclusion. It was reported to the world that Kurt Cobain had committed suicide. The police report said â€Å"Suicide† under the â€Å"Subject† heading, said that the gunshot wound to Kurt’s head appeared to be self-inflicted, and mentioned the â€Å"suicide note†. There is much controversy about the cause of Kurt Cobain’s death. Considerable circumstantial evidence has been revealed that suggests that Cobain was murdered. In their book Who Killed Kurt Cobain?, Ian Halperlin and Max Wallace summarize this evidence. There were no legible fingerprints on the shotgun that inflicted the fatal wound to Cobain. There were also no fingerprints on the pen used to write the â€Å"suicide note† or on the box of shotgun shells. It is hard to imagine that Kurt could shoot himself without leaving fingerprints on the gun. Kurt died with three times a lethal dose of heroin in his bloodstream. Such a dose would knock even the most tolerant addict unconscious in seconds. After shooting up, Kurt would not have had time to put away his needle, much less to put away his needle and then shoot himself. The last four lines of the â€Å"suicide note†, which were written after Kurt signed his name, were not written in Kurt’s handwriting. The rest of the letter, which was written by Cobain, does not mention suicide, and it has been suggested that Kurt was planning to leave Nirvana and wrote the note to explain this to his fans. Only with the four lines written by someone else is the note a suicide note. Lastly, Kurt’s credit card was used twice between the when he died (as determined by the medical examiner) and when his body was found. The greenh... Free Essays on Kurt Cobain Free Essays on Kurt Cobain Shortly after 11:00 A.M., three coroners from the King County Medical Examiner’s Office arrived at the Cobain residence and took little time in concluding that Cobain died of a self-inflicted gunshot wound. The Cobain residence had by this time become a media circus, and the media soon learned of the coroners’ conclusion. It was reported to the world that Kurt Cobain had committed suicide. The police report said â€Å"Suicide† under the â€Å"Subject† heading, said that the gunshot wound to Kurt’s head appeared to be self-inflicted, and mentioned the â€Å"suicide note†. There is much controversy about the cause of Kurt Cobain’s death. Considerable circumstantial evidence has been revealed that suggests that Cobain was murdered. In their book Who Killed Kurt Cobain?, Ian Halperlin and Max Wallace summarize this evidence. There were no legible fingerprints on the shotgun that inflicted the fatal wound to Cobain. There were also no fingerprints on the pen used to write the â€Å"suicide note† or on the box of shotgun shells. It is hard to imagine that Kurt could shoot himself without leaving fingerprints on the gun. Kurt died with three times a lethal dose of heroin in his bloodstream. Such a dose would knock even the most tolerant addict unconscious in seconds. After shooting up, Kurt would not have had time to put away his needle, much less to put away his needle and then shoot himself. The last four lines of the â€Å"suicide note†, which were written after Kurt signed his name, were not written in Kurt’s handwriting. The rest of the letter, which was written by Cobain, does not mention suicide, and it has been suggested that Kurt was planning to leave Nirvana and wrote the note to explain this to his fans. Only with the four lines written by someone else is the note a suicide note. Lastly, Kurt’s credit card was used twice between the when he died (as determined by the medical examiner) and when his body was found. The greenh... Free Essays on Kurt Cobain Kurt Cobain was arguably the most influential artist in rock music. His music was powerful, scary, yet comforting because he wrote what most people were afraid to talk about. The word â€Å"taboo† had no meaning to him. His life was hard, but it brought out the pain that he was feeling and filtered into his music. He opened many people’s eyes to what some people go through that they would never be aware of if it was not for him. He was a man who touched so many people’s lives, but never himself able to reach total Nirvana. His life started on February 20, 1967, as the first son to Donald and Wendy Cobain. His birthplace was Hoquaim, Washington, but when Kurt was six years old, his family moved to nearby Aberdeen, a small logging community that had been in decline since the mid-nineteenth century. During his childhood, he displayed a flair for artistic activities and was an outgoing, intelligent boy. His parents divorce in 1975 however, changed all that. It was an ordinary divorce, but it effected Kurt greatly. His whole personality changed. He became difficult to cop with and shy. The divorce resulted with harsh custody battles that caused Kurt to be shuffled between his parents’ homes as well as those of several relatives. Kurt had a childhood like any other. He was a creative, outgoing child who was musically gifted from the start. He played his little plastic guitar when he was three years old, until he was four, when he received his first Mickey Mouse drum set. He used to come home every day and play the drums until they broke. Kurt did not like school. He felt lonely and lost. He liked to paint and sing, but the other boys were more into football and athletics, which automatically excluded Kurt from them. Most of the girls liked Kurt and he spent much of his time with them because he felt closer to the feminine side of himself rather than the male macho persona that most men carry. The boys’ only a...

Tibet

Tibet is a peaceful country, which has never posed a threat to another nation and has even been thought of as the most religious country in the world. However, Tibet was invaded and annexed by China in 1950. Yet, China asserts that Tibet should be rightfully under its control. They argue that the Tibetans have signed documents that invited the Chinese to occupy Tibet in order to help the Tibetans. The Chinese claim to have greatly improved the conditions of Tibet, bringing them such luxuries as electricity and roads. Despite all of these claims, China has, in reality, illegally occupied Tibet, manipulated Tibetans, caused others to flee, oppressed the religion of Tibet, transferred many Chinese people to Tibet, slaughtered thousands of Tibetans, violated the rights of Tibetans, and tried to disguise what they have done by using propaganda. Thus, China must leave Tibet and bestow autonomy to Tibet, allowing Tibet to operate independently as they have successfully for cent! China is a neighbor to the small Buddhist country Tibet. Tibet and China have endured a state of mutual respect for centuries. At other times China invaded Tibet, however Tibet also invaded China in the past. Throughout their history together there is no proof at all that Tibet was ever a part of China (Dalai Lama 57). In the late 1940s China became a communist government. After their political transfer, China then began to spy on Tibet. Finding that Tibet had a weak military, the Chinese moved their forces to Tibets eastern border and then attacked without a formal warning. The Chinese abused Tibetan delegates and forced them to sign a treaty allowing Chinese troops to enter Tibet. The Chinese insisted that they were only in Tibet to help the people and to protect them from imperialist nations, when in fact the Chinese were the only imperialists in Tibet (67). The Chinese said that once they had finished assisting the Tib...

Cornelius Vanderbilt

Cornelius Vanderbilt Cornelius Vanderbilt became the wealthiest man in America in the mid-19th century by dominating the growing countrys transportation business. Starting out with one small boat plying the waters of New York Harbor, Vanderbilt eventually assembled a vast transportation empire. When Vanderbilt died in 1877, his fortune was estimated to be in excess of $100 million.   Though he never served in the military, his early career operating boats in the waters surrounding New York City earned him the nickname â€Å"The Commodore.† He was a legendary figure in the 19th century, and his success in business was often credited to his ability to work harder - and more ruthlessly - than any of his competitors. His sprawling businesses were essentially prototypes of modern corporations, and his wealth surpassed even that of John Jacob Astor, who earlier had held the title of Americas richest man. It has been estimated that Vanderbilts wealth, relative to the value of the entire American economy at the time, constituted the largest fortune ever held by any American. Vanderbilts control of the American transportation business was so extensive that anyone wishing to travel or ship goods had no choice but to contribute to his growing fortune. Early Life of Cornelius Vanderbilt Cornelius Vanderbilt was born May 27, 1794, on Staten Island, in New York. He was descended from Dutch settlers of the island (the family name had originally been Van der Bilt). His parents owned a small farm, and his father also worked as a boatman. At the time, the farmers on Staten Island needed to transport their produce to the markets in Manhattan, located across New York Harbor. Vanderbilt’s father owned a boat used to move cargo across the harbor, and as a boy young Cornelius worked alongside his father. An indifferent student, Cornelius learned to read and write, and had an aptitude for arithmetic, but his education was limited. What he really enjoyed was working on the water, and when he was 16 he wanted to buy his own boat so he could go into business for himself. An obituary published by the New York Tribune on January 6, 1877 told the story of how Vanderbilt’s mother offered to loan him $100 to buy his own boat if he would clear a very rocky field so it could be farmed. Cornelius began the job but realized he would need help, so he made a deal with other local youths, getting them to assist with the promise that he would give them rides on his new boat. Vanderbilt successfully finished the job of clearing the acreage, borrowed the money, and bought the boat. He soon had a thriving business moving people and produce across the harbor to Manhattan, and he was able to pay back his mother. Vanderbilt married a distant cousin when he was 19, and he and his wife would eventually have 13 children. Vanderbilt Prospered During the War of 1812 When the War of 1812 began, forts were garrisoned in New York Harbor, in anticipation of an attack by the British. The island forts needed to be supplied, and Vanderbilt, already known as a very hard worker, secured the government contract. He prospered during the war, delivering supplies and also ferrying soldiers about the harbor. Investing money back into his business, he bought more sailing ships. Within a few years Vanderbilt recognized the value of steamboats and in 1818 he began working for another businessman, Thomas Gibbons, who operated a steamboat ferry between New York City and New Brunswick, New Jersey. Thanks to his fanatical devotion to his work, Vanderbilt made the ferry service very profitable. He even combined the ferry line with a hotel for the passengers in New Jersey. Vanderbilt’s wife managed the hotel. At the time, Robert Fulton and his partner Robert Livingston had a monopoly on steamboats on the Hudson River thanks to a New York State law. Vanderbilt fought the law, and eventually the U.S. Supreme Court, led by Chief Justice John Marshall, ruled it invalid in a landmark decision. Vanderbilt was thus able to expand his business further. Vanderbilt Launched His Own Shipping Business In 1829 Vanderbilt broke away from Gibbons and began operating his own fleet of boats. Vanderbilt’s steamboats plied the Hudson River, where he reduced fares to the point that competitors dropped out of the market. Branching out, Vanderbilt began steamship service between New York and cities in New England and towns on Long Island. Vanderbilt had dozens of steamships built, and his ships were known to be reliable and safe at a time when travel by steamboat could be rough or dangerous. His business boomed. By the time Vanderbilt was 40 years old he was well on his way to becoming a millionaire. Vanderbilt Found Opportunity With the California Gold Rush When the California Gold Rush came along in 1849, Vanderbilt began an ocean-going service, taking people bound for the West Coast to Central America. After landing in Nicaragua, the travelers would cross to the Pacific and continue their sea journey. In an incident that became legendary, a company that partnered with Vanderbilt in the Central American enterprise refused to pay him. He remarked that suing them in court would take too long, so he would simply ruin them. Vanderbilt managed to undercut their prices and put the other company out of business within two years. He became adept at using such monopolistic tactics against competitors, and businesses who went up against Vanderbilt were often made to suffer. He did, however, have a grudging respect for some rivals in business, such as another steamboat operator, Daniel Drew.   In the 1850s Vanderbilt began to sense that more money was to be made in railroads than on the water, so he began scaling back his nautical interests while buying up railroad stocks. Vanderbilt Put Together a Railroad Empire By the late 1860s Vanderbilt was a force in the railroad business. He had bought up several railroads in the New York area, putting them together to form the New York Central and Hudson River Railroad, one of the first great corporations. When Vanderbilt tried to gain control of the Erie Railroad, conflicts with other businessmen, including the secretive and shady  Jay Gould and the flamboyant Jim  Fisk, became known as the Erie Railroad War.  Vanderbilt, whose son William H. Vanderbilt was now working with him, eventually came to control much of the railroad business in the United States. Vanderbilt lived in a lavish townhouse and owned an elaborate private stable in which he kept some of the finest horses in America. Many afternoons he would drive a carriage through Manhattan, enjoying moving along at the fastest possible speed. When he was nearly 70 years old his wife died, and he later remarried a younger woman who encouraged him to make some philanthropic contributions. He provided the funds to begin Vanderbilt University. After a prolonged series of illnesses, Vanderbilt died on January 4, 1877, at the age of 82. Reporters had been gathered outside his townhouse in New York City, and news of the death of The Commodore filled newspapers for days afterward. Respecting his wishes, his funeral was a fairly modest affair. He was buried in a cemetery not far from where he grew up on Staten Island. Sources: Cornelius Vanderbilt.  Encyclopedia of World Biography, 2nd ed., vol. 15, Gale, 2004, pp. 415-416. Cornelius Vanderbilt, A Long and Useful Life Ended, New York Times, 1 Jan. 1877, p. 1.

Critical respond Essay Example | Topics and Well Written Essays - 1250 words

Critical respond - Essay Example The approach that the author takes is one that is based on providing information about the different dynasties that were relevant to Japan, beginning from 221 BC. The main concepts that are presented at the beginning show the main territories as well as the specialist areas in which most worked with the Japanese dynasty. The relevant facts include everything from the agricultural concepts that were approached during this time as well as the way in which the embassies divided the different borders and regions for rule. More importantly, there is a direct introduction that shows how the emperor’s of each region incorporated new lands and began to conquer various territories to provide more resources and wealth to each nation. The basic information includes the settlements that took place from the different rulers as well as different areas which were conquered throughout the dynasty era. The author not only incorporates the basic aspects of the reading from the political and agricultural viewpoints, but also begins to show how the trends of Japan changed because of the religious beliefs. For instance, some of the mountain regions of Japan were considered sacred. This led to underdevelopment of the areas, as well as specific approaches to ensure that the sacred concepts were kept throughout the region. This begins with an understanding of how the ancient culture developed with the main philosophies, such as the concept of words, symbols and images and how these reflected the spiritual nature of those that were within the region. The author then moves into how this evolved into Zen Buddhism and the developments that make Japan more current in the religious beliefs, specifically because of the developments that occurred in ancient times. The author links the beliefs as the core part of the country, which allowed other parts of power

Alcoholism in Lebanon Essay Example | Topics and Well Written Essays - 1000 words

Alcoholism in Lebanon - Essay Example The genes that are responsible for alcohol addiction interact with one another as well as with the environment. Different variations of this interaction result either in temperance or in addiction. There is also one more variant possible when alcohol addiction is not predetermined by heredity. Alcoholism can be surely called the curse of the 20th and 21st centuries. With the increase of the life rate, with the emotional stress caused by surplus of information people are prone to seek ways of getting relaxed. The main deceiving point of alcohol is that it is delusive. Being in the state of intoxication all the difficulties and problems slacken and there is a temporal short-term state of carelessness and relative happiness. The state described above is connected with the discharge of endorphins in blood. Endorphin, also called the hormone of happiness, is produced by a special area of brains and leads to the feeling of relaxation. Not only alcohol or drugs can lead to the effect of the short-term happiness, though it is the fastest method to stimulate the production of endorphins. It is known that bananas and chocolate have the similar effect, though the number of endorphins is rather small. The investigation on alcohol addiction proves that daily and continuous consumption of alcohol even in small portions can lead to chemical addiction. Due to the exchange processes of the organism, the chemical addiction of the cells arises. This addiction is characterized by the need to increase the dose from time to time. The most striking fact is that according to the hereditary theory (that is proved by statistical data) if one of the parents is alcohol addicted then one of their children or grandchildren is sure to have the same problem (Plant 2006). The fact is that the gene responsible for alcoholism addiction can reveal itself even in several generations. There are two types of alcoholism that are distinguished by the scientists: male and female. Female alcoholism, tho ugh not so often met, is more dangerous and is hardly to be cured. Women get addicted to alcohol much quicker than men do and in this way they become drunkards very quickly. The reasons that force a woman to take alcohol can vary. The first place is occupied by hereditary addiction, but then come the reasons of the unhappy private life, problems with children, the absence of family etc. However, for a man the main reason after hereditary are problems at work. It has been established in such a way in the evolution of the mankind that a woman has always realized herself at home and in the family, while a man always strived to make a career and achieve something at work. Alcohol influences the organism in a negative way; though scientists still argue weather there is a minimal doze of alcohol that is useful for an organism. It has always been believed that a small doze of red wine a day will be very useful for health. Though, nowadays some scientists argue that even such doze can lead to the dying-off of brain cells. Alcohol influences the brains in such a way that the organism knowing that something harmful is happening to it starts to defend. As a result the cells of the brains die off in the process of battle. Soon the dead cells leave the body via uresis. A person who is alcohol addicted gradually losses his/her intelligence and degrade. The only thing that interests them is taking another doze of alcohol. All their actions through the day in

Offshore Wind Essay Example | Topics and Well Written Essays - 500 words

Offshore Wind - Essay Example The article also notes from experience that the installation of offshore wind stations has not been received that well and is witnessing a low takeoff. Nevertheless, the installation has seen remarkable improvements over the last few years with at least 3.5 GW of offshore winds being in line, over 2GW is already in development, and more than 100GW currently at different development stages. Nevertheless, most constructions are concentrated in North Europe especially in the UK, Germany, Sweden, Denmark, and Belgium.The article also shows that projects of offshore winds have increased in scale over the last decade, and the trend continues. The increase is mainly projected to be witnessed in UK, which will see hundreds of high voltage wind turbines being constructed. This will require numerous highly specialized installation vessels as well as port facilities to manage the increasing dimension of wind turbines, balance of plants and support structures. Wright notes that the major challen ge pertains to financial requirements as the UK round 3 Zones are projected to require over â‚ ¬90 billion, which would necessitate new financing models and the support of the public at all levels. Nevertheless, private investors have aired their worries regarding the high risk associated with construction, financial incentives, long-term stability, and issues related to turbine reliability.The article also reveals that the supply chain progress has been inspired in the recent past with increasing separation between onshore and offshore wind sectors.