Corporation law

I.         Whether music directors take a leak breached their duties?

Issue

Whether Jay, capital of Minnesota or Bill has breached their duties as directors owed to sludge Pty Ltd and the pctholders.

Rules

Directors of a troupe involved in the management of the company have extensive powers to control the activities of the company. They are subject to both general law and statutory law. It is a fundamental convention of corporate governance that the relationship between a director and the company is fiduciary in: Fitzsimmons v R (1997) CSR 355 at 357. The law imposes strict fiduciary and statutory obligations on a director in the performance of the duties of office. The fiduciary duties owed by a director include a art to

*Avoid a conflict of interest

*Act in good faith in the best interest of company

*Act in proper purpose

Application

Chu-Chem Pty Ltd, which is one and only(a) of the suppliers of oozing Pty Ltd, is solely owned by Jay, and Jay is the director of Goo. Paul is the director of Chu-Chem Pty Ltd. Bill will be offered a share of Pauls bonus if the amendment proceeds. As for Jay, Paul and Bill there exists an substantial conflict of interest or a substantial theory of conflict.



The first issue to be resolved is whether all of them have breached the duty to avoid the conflict of interest as the directors of Goo Pty Ltd.

There exists a relation of interest between Jay and Chu-Chem Pty Ltd. However, Jay has made wide-eyed disclosure of his interest at the meeting. Section 191 imposes a duty upon directors of both public and proprietary companies to disclose particular interests. Queensland Mines Ltd v Hudson (1978) 18 ALR 1 the Privy Council held that the directors had not breached their duties because, the company had salutary informed as to...

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