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The Corporation Law of Australia

Law5206 Assignment 2
S2 2015
This assignment includes two questions and is worth a total of 60 marks. You are required
to answer both questions
. The assignment is due at 11:55
pm 9 November 2015.
Assignments submitted after the due date in the absence of an extension will incur a marking
penalty. An extension must be applied for in writing before the due date. Extension
applications must be accompanied by appropriate supporting documentation. In pa
rticular,
where an extension is sought on the ground of illness, a medical certificate must be supplied.
Question 1 (30 marks) (2000 words maximum)
Bell
Ltd is a company that installs kitchen facilities, and has four directors on its board:
Abbey, the
company’s managing director
Bob, the company’s chief financial officer
Cathy, the company’s non
executive director
David, the company’s non
executive director chairman
The company’s business has been very successful. However, recently it has experi
ence a
number of problems.
Following the board decision to offer customers a special installation package, Cathy has
negotiated an exclusive contract with Western Sydney (WS) Ltd. Cathy has not informed the
board that WS is actually owned by her son. Bob
suspects that Cathy is personally connected
with WS, however, he has not raised his concern with any of the other directors. In addition,
Bob made sure the other directors were kept in the dark about company’s real financial position
and did not give them
meaningful or accurate financial information
for some time
.
Despite Bell
Ltd’s negative cash flow position, Abbey proposes to expand its operations into
dishwasher installation. Cathy questions whether the company can afford the costs associated
with the
expansion. As a result, the board delegates to Bob the task to investigate Abbey’s
proposal. Bob, however, spends very little time investigating the proposal due to his busy
schedule, and hastily prepares a report recommending that the proposal be accepte
d.
The next board meeting is very long and the consideration of Abbey’s proposal and Bob’s
report is the last item on the agenda. As the directors are anxious to leave, David allowed only
10 minutes for Abbey to present her business plan for the proposed
expansion. Bob’s financial
report produced after his investigation on the matter was tabled at the board meeting but he
was not allowed
to speak or answer questions.
Nevertheless, the directors approved the
proposal.
Following the approval of the proposal,
Abbey entered into a contract with Southern
Queensland (SQ) Ltd for the purchase of new equipment for the approved proposal. The
contract is worth $20,000 and is never paid. Shortly after the contract was signed, the board
Law5206 Assignment 2
S2 2015
discovered that Bob’s report had
obvious mistakes as he has overlooked many of the additional
costs involved in the expansion.
Assume that Abbey’s proposal has been proved to
be a financial disaster for Bell Ltd
, and as a
result, the whole board of directors were replaced.
Advise the
new directors of Bell Ltd
whether its former directors breached any of their duties
based on the facts stated above. Any defences available to the formal directors under
the
Corporations Act 2001
(Cth)
to avoid liability?
Question 2 (3
0 marks)
(2000 words maximum)
Assume you have been asked to give advice to some directors on the board of a company that
has been experiencing years of financial difficulties. The business has been failing for some
time and on a regular basis the board has been r
eviewing its strategies in order to stay afloat.
On a number of occasions the solvency of the company has been questionable but on these
events the company has managed to refinance its operations with the bank, its major creditor.
The bank has always held
security over the whole of the assets of the company and has wanted
to try and allow the company to keep going if it can to give it the best opportunity to recover
the debts if possible. The bank has recently come to the view that the company may be failin
g
for other reasons. It has lost confidence in the chairperson of the board and suspects he may be
embezzling funds. It has reported its suspicions to ASIC.
You as a professional accountant are asked to write
a
formal
letter
to
generally
advise
on the
fo
llowing issues based o
n the knowledge you learned in this
course:
(20 marks)
(a) What options are available to the directors if they feel the company operations
should be reviewed to see whether it can continue to operate or should cease?
Practically how
would this process or processes operate?
(b) What risks are the directors exposed to if they fail to take these options?
(c) What options may be available to the bank depending on the nature of their security?
(d) What options may be av
ailable to ASIC if investigations prove the suspicions of the
bank regarding the chairperson of the board?
You should
consider to
use both primary and secondary sources, e.g. legislation, case law,
text books, journal articles and websites, to demo
nstrate your research skills in support of your
advice in the letter.
Wherever necessary, you should reference the sources in the letter.
(5 marks)
Letter format and communication skills.
(5 marks)
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