Directors and Director’s Duties
Order Description
Solartec Pty Ltd (Solartec) is a subsidiary company of the Solar International group who manufacture, market and distribute commercial solar panels and equipment. Having concern about possible government changes to the solar industry Bill the managing director of Solartec and a number of executives of Solartec, came across information that the company’s major Australian competitor, “Aussie Solar”, was looking to sell its business. Bill heard this information at a solar industry luncheon where he sat with James, the managing director of Aussie Solar.
A couple of weeks later Bill held an informal dinner at the local hotel with the four senior executives of Solartec where they discussed buying Aussie Solar. Alex, Solartec’s CFO, bought information to the meeting that was gathered about Aussie Solar from the time when Solartec was considering a possible takeover of Aussie Solar. Following the presentation of this information Bill and the other executives decided they would purchase Aussie Solar for themselves without telling the Board of Solartec. While Bill and Alex organised the finance to purchase Aussie Solar, the other executives started contacting Solartec’s customers to inform them that they were changing businesses and they would soon be running Aussie Solar and they would be able to deal with them on more favourable terms than Solartec. The bank providing the loan finance was assured by Bill that he and the other executives experience would make Aussie Solar a successful company and their contacts with the Solartec customer base would further reinforce the success of the new business.
Just before the purchase of Aussie Solar was completed Bill and the other executives resigned from Solartec without giving any reasons and proceed to run Aussie Solar, whose name they changed to True Aussie Solar.
The Board of Solartec Pty Ltd seek your advice as to the rights the company has, if any, against Bill and the other officers who left Solartec to run True Aussie Solar which now has a larger share of the solar market than Solartec.
Required:
Advise Solartec of its legal rights against Bill and the former executives of Solartec for breaches of their fiduciary duties at common law and under the Corporations Act 2001.
Also advise Solartec of its remedies, if any, and penalties that may be imposed its former directors officers.
SUGGESTED REFERENCES: (PLEASE USE THESE REFERENCES)
Lipton, P., and Herzberg, A., Welsh, M, Understanding Company Law, 17 edition Thomson Reuters 2014.
Students should remember to look at the Lipton and Herzberg website. www.lipton-herzberg.com.au
Harris, J. Hargovan, A. Adams, M. Australian Corporate Law LexisNexis Butterworths 4th edition, 2013.
Austin R.P. & Ramsay, I., Ford’s Principles of Corporations Law, Butterworths, Australia, 15th edition, 2012.
Baxt, R., and Fletcher, K.L., Fridman, S., Corporations and Associations Cases and Materials on, Butterworths, Australia, 10th edition, 2008.
Parker, Clarke, Veljanovski, Posthouwer, Corporate Law, Palgrave 1st edition 2012
Hanrahan, P., Ramsay I., Stapledon G., Commercial Applications of Company Law. CCH 14th edition 2013
Redmond, P., Companies and Securities Law – Commentary and Materials, Law Book Co., Sydney, 5th, 2009.
Ciro T, Symes C, Corporations Law in Principle LBC Thomson Reuters, Sydney, 9th edition 2013
Li, G, Riley, S. Applied Corporate Law: A Bilingual Approach LexisNexis 1st Edition 2009.
Cassidy, J. Corporations Law Text and Essential Cases. Federation Press, 4th edition Sydney 2013
Harris, J. Corporations Law, LexisNexis Study Guide 1st edition 2008
Harris, J. Butterworths Questions and Answers Corporations Law:, LexisNexis, 3rd Edition Sydney 2009.
Fisher S, Anderson C, Dickfos, Corporations Law – Butterworths Tutorial Series, 3rd Edition Butterworths, Sydney 2009
Tomasic,R.,Jackson,J.,Woellner,R., Corporations Law – Principles, Policy and Process 4th Edition Butterworths., Sydney, 2002.
Tomasic, R. Bottomley,S. McQueen,R. Corporations Law in Australia, 2nd Edition Federation Press, Sydney 2002.
Latimer, P, Australian Business Law CC, 2014 Edition.
Vermeesch,R B, Lindgren, K E, Business Law of Australia Butterworths, 12th Edition, 2011.
Pentony, Graw, Lennard & Parker, Understanding Business Law 5th ed Butterworths, 2013.
Davenport, S and Parker D, Business and Law in Australia, Thomson Reuters, 2012
Fitzpatrick, Synes, Veljanovski, Parker, Business and Corporations Law; LexisNexis 2nd edition 2014
Crosling G M, Murphy H M, How to Study Business Law 4th Edition, Butterworths, 2009.
• See chapters 12 and 13 in Lipton, Herzberg & Welsh 17th Edition
The papers will be marked on the following basis:
Criteria Percentage of marks awarded
1. Depth of understanding of the topic and identification of relevant issues.
2. Awareness accuracy of the nature and content of relevant law.
3. Clarity and coherence of the analysis and quality of discussion and argument. 50 per cent
Writing and communication skills 30 per cent
Research skills 20 per cent
Referencing
In law, the preferred referencing style is footnoting. Students are reminded that they will lose marks if they merely reproduce passages copied word for word from texts and other references without attempting to convey information and express ideas in their own words. Of course this does not preclude the intelligent use of relevant quotations in respect of which proper references are given.
It should be noted that the references must be given in respect of all material included in the essay. References are not to be confined to situations in which the writer is citing a particular case or using a direct quotation. For example, if the writer is putting forward a legal proposition or using a statement or idea drawn from a specific source, that source must be acknowledged by reference. It is essential that references be properly acknowledged at all times and marks will be deducted if this is not done. References may be acknowledged by numbering them consecutively throughout the essay and by giving details of the references by way of numbered footnotes at the bottom of the relevant page, or by way of a list at the end of the essay. Note carefully that the edition and page numbers of references must be given: it is not sufficient to merely give the name and author of the work. When referring to cases, the full case citation must be given. In addition, a bibliography should always be included at the end of the essay. Students should contact the lecturer if they are in any doubt as to the requirements for the giving of references.
Referencing: Footnotes or end-notes must be used to acknowledge the source or sources of information contained in the assignment. Footnotes are preferred, but either will be accepted. In regard to the acknowledgment of references and matters of style and presentation, students are referred to:
1. Australian Guide to Legal Citation – VU Library Homepage. For all referencing questions for your assignment or any legal writing See: Australian Guide to Legal Citation: The VU Library has a 4 page edited version under Information for researchers: Click on Information for researchers and then click on Referencing and then click on Style Manuals. A copy of the Australian Guide to Legal citation is also available on Webct.
See: http://w2.vu.edu.au/library/referencing/files/AGLC2.pdf
Also see Monash Legal Abbreviations for abbreviations of legal publications.
See: http://www.lib.monash.edu.au/legal-abbreviations
2. G.R.E. Phillips and L.H. Hunt, Writing Essays and Dissertations,
3. G Campbell, The Little Black Book. (available in the bookshop).
Students are required to pay careful attention to spelling, expression, and legibility in the writing of their essays. There should be a margin on the left hand side of each page. Students should keep a copy of the essay submitted.
Plagiarism
Plagiarism is taking another person’s ideas and presenting them as your own, that is, without acknowledging the original source. You must acknowledge your sources of information including both direct and indirect quotations. A direct quotation must always be in inverted commas or in another style that indicates that it is a direct quotation. Your assignment must not consist of only quotations.
Plagiarism is regarded as a form of theft or cheating. It is a serious offence and will be dealt with seriously, including a fail grade in this subject.
Students should use the Turnitin software to check their assignments for poor referencing and plagiarism. Software such as “turn it in” and others are available.
Format
• Typed preferably and double-spaced
• Title page with student name and number, Subject code and name, topic
• A4 paper
• Sequential page numbering
• No folders
Assignments must be typed (word processor), using one side of the page only and leaving a wide margin. The word limit is 2,000 words.