Question

Use ILAC format to answer the questions.

Question 1: what is Member remedies : (chapter 17 of Understanding Company Law)

Question 2: what is Director's duties : (chapter 13 of Understanding Company Law)

Key duties S180, S181, S182, S183, S184 and S588G of the Corporations Act

You will be asked to advise ASIC have there been breaches of the Corporations Act in the above circumstances. You must look at that for each of the five directors (2 executive directors and three non-executive directors). The company is in financial difficulty that is related in terms how the directors should be responding to that. whether the major response to represent the breach or not. Nominate Type of breach. Discuss the provision that has been breached.

Question 3: Corporate Contracting :

Can the bank enforce the mortgage contract against the company? Section 129 of the Corporations Act in instances where a Director has misrepresented a co-signatory.

Answer 1

Answer to Question No. 1

Chapter 17 of Understanding Company Law

Member remedies (S181 & S218)

• S181 - It gives the court power to remedy conduct where it is of the opinion that The affairs of the company are beingconducted or the powers of the directors are being exercised in a manner that is oppressive to one or more of the members or holders of debentures including himself or herself or in disregard of his or her interests as members, shareholders or holders of debentures of the company; or
• S218(1)(i) - The court may order the winding up if the Court is of opinion that it is just and equitable that the company be wound up.

Who May Apply for a Remedy?

An application for an order may be made by:

• Any members or debenture-holders of a company;
• The Minister