LML4806
Company Law Exam
Arguments (Salomon) - ANSWER-
.Australian Securities
(talking about shadow directors) - ANSWER-Don't have to instruct them on everything, only when you do
instruct them they respond (getting idea that you may instruct them for certain decisions are not others. Also
don't need formal instructions) (Aus case with sim leg)
.Buzzle Operations (Aus)
(talking about shadow directors) - ANSWER-Sometimes banks etc may want to have a close idea about what a
board is doing and may want to give advice. E.g. if bank gave advice - 'reduce the overhead' they will probably
follow this advice because bank is the lender - just because of this - not shadow directors.
.Comer of Taxation v Clark
s 137 - ANSWER-• Family company, wife and husband was (were?) director
• She left every decision to her husband
• Wife being sued for breach of Duties
• Signed whatever her husband asked her to do so
• Still liable
.Daniels v Anderson
s137 - ANSWER-
, .Exceptions to fiduciary duties
(Colman v Myers) - ANSWER-
.Facts of Colman v Myers - ANSWER-
.Facts of Lee - ANSWER-
.Facts of Macaura - ANSWER-
.Facts of Salomon - ANSWER-
.Facts of Thexton:
(s145 - use of company info) - ANSWER-- Father and son (both d's of family comp) and father wants to sell his
share at a discount to son
- Rest of the family seeking to set aside the selling of shares at this discount.
- The son acknowledged that in his capacity as direction he had received info, but son argued that dad also
knew this, so transaction should be fine.
- Court said didn't matter that dad knew about it, what was important was whether the information was
publicly available.
- Not publicly available, so share transaction was set aside.
.Goatlands
(s136 - duty in relation to obligations) - ANSWER-- Shows us that one off transaction can be a reckless trading
- The borrows were farmers, wanted to expand. So as agents they enter into contract to buy a larger block of
land
- Incorp comp 'Goatlands' and use g to buy the land
- Long term settlement
- G entered into possession as tenant and starting farming new land
Company Law Exam
Arguments (Salomon) - ANSWER-
.Australian Securities
(talking about shadow directors) - ANSWER-Don't have to instruct them on everything, only when you do
instruct them they respond (getting idea that you may instruct them for certain decisions are not others. Also
don't need formal instructions) (Aus case with sim leg)
.Buzzle Operations (Aus)
(talking about shadow directors) - ANSWER-Sometimes banks etc may want to have a close idea about what a
board is doing and may want to give advice. E.g. if bank gave advice - 'reduce the overhead' they will probably
follow this advice because bank is the lender - just because of this - not shadow directors.
.Comer of Taxation v Clark
s 137 - ANSWER-• Family company, wife and husband was (were?) director
• She left every decision to her husband
• Wife being sued for breach of Duties
• Signed whatever her husband asked her to do so
• Still liable
.Daniels v Anderson
s137 - ANSWER-
, .Exceptions to fiduciary duties
(Colman v Myers) - ANSWER-
.Facts of Colman v Myers - ANSWER-
.Facts of Lee - ANSWER-
.Facts of Macaura - ANSWER-
.Facts of Salomon - ANSWER-
.Facts of Thexton:
(s145 - use of company info) - ANSWER-- Father and son (both d's of family comp) and father wants to sell his
share at a discount to son
- Rest of the family seeking to set aside the selling of shares at this discount.
- The son acknowledged that in his capacity as direction he had received info, but son argued that dad also
knew this, so transaction should be fine.
- Court said didn't matter that dad knew about it, what was important was whether the information was
publicly available.
- Not publicly available, so share transaction was set aside.
.Goatlands
(s136 - duty in relation to obligations) - ANSWER-- Shows us that one off transaction can be a reckless trading
- The borrows were farmers, wanted to expand. So as agents they enter into contract to buy a larger block of
land
- Incorp comp 'Goatlands' and use g to buy the land
- Long term settlement
- G entered into possession as tenant and starting farming new land
