JSB171 Lecture Notes - Lecture 1: Dyson Heydon, Trading While Insolvent, Nba Coach Of The Year Award
Document Summary
= excused by company in general meeting after full & frank disclosure: regal (hastings) ltd v. Gulliver (hl); winthrop investments ltd v winns ltd [1975] Fraud on minority where majority of shareholders & directors involved in breach: hannes v. Mjh pty ltd: eg by misappropriation of resources: cook v deeks. Infringes personal rights of members: residues treatment and trading co ltd & anor v. Southern resources ltd & ors (1988) (directors issuing shares to dilute voting power for an improper purpose infringes member"s personal equitable rights cannot ratify) Where interests of creditors at risk & coy insolvent or almost insolvent: kinsela v russell. Breach of statutory duty (ss180-184): angas law services pty ltd (in liq) v carabelas per. Gleeson cj & heydon j, also forge v asic (because of public interest considerations) Corporations act discretion to excuse: ss 1317s & 1318 s1317s(2) (statutory duty) Contravention of civil penalty provision eligible proceeding" for s1317s: s1317s(1)(a: does not include criminal proceeding: s1317s(1)(b)
