27/01/2015

Download form 201 ASIC website

Fiduciary- the utmost good faith (bonafides)- honest (transparency;disclosure (must disclose, to independent directors), trust, loyalty and no conflict of interest.

Fraud- Deceptive conduct- intentional misrepresentation

State of mind (negligence)

S131-133

Novation

Ratify- retrospective

Non-delegable duty of care- cant transfer their duty to their employees

Directors

Owners- shareholders/members(general)

Problem question- identify the structure.

State the principle- the separate legal identity (salomon) at face value. Look at general rule- systems pyt is a separate legal entity. (can be abused).

2. corporate veil.

3. abuse of the veil. Lifting the veil. Consider the circumstances of lifting the veil is allowed common law and statute law.- using a puppet. Sham- mask as a front. Avoiding legal obligations.

Shifted the business

Wholey owned subsidury.

Pierce the viel need to separate the corporate group

Controversial the two ways it can be interpreted BIRD CAMERON and the smith stone and knight case.

Could argue owes company agency

Subsidury isn’t its agent

Gilford motor co ltd pg179