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山西考生请了解第三章节*9部分知识点归纳（CPAA）

来源： 高顿网校 2014-07-14
        亲爱的山西学子，关于第三章节*9部分的知识点你们是否了解的足够详细？快来看看啊！你们一定要加油哦！高顿网校小编很看好你们的！
Issuecasepagefact
who is directorH.L. Bolton(Engineering) Co, Ltd v T. J Graham&Sons[1957]3.07Close examination: 1, is the person authorised to act as the company in the particular transaction? What has eh company's constition to say as to the act of the person involved? 3, is there any specific lefal obligation in place to impose authority on the person?
Director's dutiesDaniels v Anderson(1992) AWA3.07Directors are required to carry out legal duties
director Prop companyS. 201A(1)3.08A proprietary company must have no less than one diretor ordinarily resident in Australia.
director public companys. 201A(2)3.08A public company must have at least three directors, two of which must ordinarily reside in Australia
director definitionCorporation Act 2001 s.93.09(a) a person (i) is appointeed to the position of directors or (ii) is appointed to the position of an alternate director and is acting in that capacity regardless of the name given to their position.
(b) unless the contrary intention appears, a person who is not validly appointed as director if (i) they act in the position of a director or (ii) the directors of the company or body are accustomed to act in accordance with the person's instrutions or wishes.
De facto directorss.9(b)(i)3.09the way directors act
case R v. Drysdale(1978), Mistmorn P/L v Yassen 1996, DCT v Austin 1998
Shadow directorss.9(b)(ii)3.09Virtue of a defective(不完美的） appointment
officers.93.10 
De facto directorsR v Drysdale(1978)3.10The defendant had been validly appointed but had not been re-elected in accordance with the company's constitution at the next AGM as required validate his appointment. He was held to be a director as he had continued a act in that role
De facto directorsDeputy commissioner of taxation DCTv Austin 19983.10help out friends, but act as director so liable the indemnify 赔偿
De facto directorss.201M3.10invalidity of the appoint ment will not invalidate the action of the person who was found to be acting in a de facto capacity as the actions are validatd as far as third parties are concerned
Shadow directorsStandard Charted Bank of Australia LTd v Antico 1995 (Antico)3.10Definition of director include a company. But S.201b a corporation could no be a director
Alternate DirectorStrathmore Group v Fraser 19913.11The alternate director has no legal status when the direcor for whom they are an alternative is present
Alternate Directors201k 
allows for the appointment of an alternate director with the approval of the other directors
Alternate DirectorPlaycorp P/L 19933.11An alternate director who had never been called on to act and had never attended a board meeting or management meeting was held to be not liable as a director under insolvent trading legislation
Alternate DirectorMancini v Manvini 19993.11An alternate director cannot act under a power of attorney (代理人）as a director since a directorship is a personal obbligation
Alternate DirectorAnary P/L v Sydney futures exchange ltd 19883.11in the event of a director being disqualified on the basis
of conflict of interest, the alternate director is not affected by the conflict
Nominee directorScottish cooperative wholesale society ltd v meyer 19593.14The agreement between the nominee and its appointor does not take precedence优先 over subsidiary's director and their duty to the company
director of subsidiarys1873.14good faith in the best interests of subsidiary
Q3.2
responsibility of directorss1243.15with the power to incorporate came the benefits of limited liability and separate legal personality, perpetual succession and the other elements of incorporation
responsibility of directorss181(1)(a)3.15The statutory duties in part mirrored the fiduciary duties which had applied to the trustees, as with, for example, the duty 'to act in good faith in the best interests of corporation
boda fide best interest of companysmith&fawcettltd 19423.16act bad faith. The director must act in what honesly believes to be n the best interests of the company
boda fide best interest of companyPark v Daily News ltd 19623.16Directors have also been held not to be able to make gratuitous payment to retrenche workers out of capital without the approval of the general meeting as this accmounted to an act with favoured on group at the expense of the company as a whole.
employee entitlement
to whom is the duty ownedgreenhalgh v arderne cinemas ltd 19463.17it was not so much the commercial entity which was to be the subject of the duty but the shareholders as a general body
to whom is the duty owned take overbrunninghausen v glavanics 19993.17duities can be owned to shareholder, particularly in caused of takeover without disclosure of the negotiations for sale
to whom is the duty ownedDarvall v North Syney brick and tile co. ltd 19893.17company has a legitimate interest in having regard to the presen the future shareholders the company as commercial entity and creditors. The short ter interests of sh may be of less important than the company as a commercial concern
to whom is the duty ownedcoleman v Meyers3.17Failue to disclose information within the knowledge of on director may acmount to special circumstances which can give rise the a duty of fiduciary nature to individual shareholders and not just the company as a whole
Nominee directorWalker v Wimborne 19763.18Nominee directors should not put the interests of the group ahead of the interests of the company as a whole and if they did they would be found to have been in breach of duty to the company.
EmployeeParke v Daily News3.18The board is bound to act in the best interests of the company as a whole. There is no duty owed by directors to the employees of the company Q3.4
Good FaithS181(1)(a)3.18A director or other officer of a corporation must exercise their powers and discharge their duties: (a) in good faith in the best interests of the corporation, (b) for a proper purpose --civil
dishonest or reckless Penaltys1843.18A criminal penalty applies where the breach was intentionally dishonest or reckless. For directors, it includes fines up to $200000 and up to five years imprisonment.
Proper purposeWhitehouse3.19It is necessary first to decide whether the directors had the authority to exercise the power, either from the point of view of common law, equity ot the company's constitution. (b) look at the motivation in exercising it.
 

 
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