Tabl2741

Front 1

Macaura's case

Back 1

Assets of Co and Owner separate

Timber insurance

Front 2

Lee's case

Back 2

Dual capacity

Owner and director crashed plane, claimed under workers comp as employee

Front 3

Gifford Motors

Back 3

Lifting Corp veil

To evade legal obligation

As a sham

Poaching clients around non compete

Front 4

Bestobell case

Back 4

Lifting Corp veil

To assist fiduciary duty breach

Front 5

Darby case

Back 5

Lifting Corp veil

Fraud

Front 6

Smith, stone, knight

Back 6

Lifting Corp veil

Agency

Front 7

Walker v wimborne

Back 7

Corp groups

Fiduciary duty owed to individual companies

Moving money around to pay debts

Front 8

Industrial equity v blackburn

Back 8

Profits of parent aren't profits of sub and vice versa

Need to be distributed via dividends

Front 9

s588G

Back 9

Directors responsible for insolvent trading

1. Person is director

2. When Co incurs a debt

3. Co is insolvent or becomes insolvent

4. Reasonable to suspect insolvency

Front 10

s588V

Back 10

Insolvent trading in Corp group

Front 11

s260D

Back 11

Lifting veil for breach of financial assistance law

Front 12

s197

Back 12

Directors of Corp trustee personally liable for acts outside trust deed

Front 13

s588H

Back 13

Defences for insolvent trading

2. Reasonable expectation

3. Reasonable reliance

4. Illness or absence

5. All reasonable steps

Front 14

Powell v Fryer

Back 14

Cash flow test for solvency

Front 15

Morley's case

Back 15

Paper director not participating no excuse.

Director must be diligent

Front 16

ss1317-1318

Back 16

Judicial relief from liability insolvent trading

Acting honestly, not neglecting duties and not adversely impacting 3rd parties

Front 17

s134

Back 17

Replaceable rules, or constitution, or both

Front 18

Enforceability of constitution/RR

Back 18

Contract between

-company and each member

-company and each director/sec

-member and each other member

Front 19

HNA Irish case

Back 19

Constitution interpreted as contract, to give business efficacy

Front 20

Peters American Delicacy

Back 20

Fraud on the minority

Front 21

Gambotto

Back 21

Expropriation of valuable shares or rights attached to shares

-proper purpose - where existence of shareholder does harm

-fairness

Front 22

s127

Back 22

Company signing contract with 2 directors

Front 23

Authority

Back 23

Express - granted by board

Implied - by job/tasks

Apparent - requires;

- a holding out

- by someone with actual authority

- on which a 3rd party relied

Front 24

s129

Back 24

Assumptions (indoor management rule)

1. constitution complied with

2. Directors duly appointed and have normal powers

4. Officers properly perform duties

Front 25

Eley's case

Back 25

Solicitor for life in constitution, also member

Can't enforce constitution as outsider

Front 26

Hollis v Vabu

Back 26

Vicarious liability

Front 27

Leonards carrying co

Back 27

Primary liability for directing mind and will of co

Front 28

ABC learning

Back 28

Special attribution of crime in reference to policy of statute

Front 29

Erlanger case

Back 29

Promoters selling assets into Co, need for independent board

Front 30

s131

Back 30

Pre registration contracts

Co must register and ratify

Otherwise person liable

If Co registers and doesn't ratify, or ratifies and doesn't perform, liability can be apportioned by court

Front 31

Share issues

Back 31

Power of board

Need shareholder approval where related party transaction or >15% for listen co

Front 32

s113

Back 32

Private Co cannot do anything to trigger disclosure under 6d except issue shares to existing shareholders and employees

Front 33

s708

Back 33

Ch6D exceptions

<20 investors or <$2m in 12 mths

Not to public

Sophisticsted investors > $500k/person

Rich person 250k income or 2.5m assets

Certified advised investor

Professional investor

Front 34

s710

Back 34

Disclosure requirements

All info investors would reasonably expect and require to assess relevant matters, that a relevant person would reasonably know

Front 35

s717

Back 35

Procedure for offering securities

1. Prep disclosure doc

2.lodge disclosure doc

3. Offer securities

4. Replace disclosure doc if necessary

5. Hold money on trust

6. Issue securities

Front 36

s728

Back 36

Misleading statement

Material omission

New circumstance

Front 37

s729

Back 37

People liable for bad disclosure

Company

Directors

Named persons

Named underwriter

Front 38

ss730-733

Back 38

Defences for misleading disclosure

731 All reasonable inquiries and reasonable belief

732 lack of knowledge for info statements

733 reasonable reliance on external person, or withdrawal of consent

Front 39

Debentures

Back 39

Ch2L

Requires

Trust deed

Trustee

Register

Front 40

PPSA

Back 40

Online register for security interests

Attachment: sec enforceable on lender

Perfection : sec enforceable over 3rd parties

Front 41

Invalidity

Back 41

s588FJ circulating sec within 6 months of wind up

s588FP officer interest within 6 months

Front 42

s246B

Back 42

Variance/cancellation of shareholder rights

In accordance with constitution, or if silent

Special resolution of shareholders and of shareholders of that clsss

Front 43

S246D

Back 43

More than 10% dissenting class members to a variation of rights vote can apply to court for review