Question 1 – 1500 words
James is a graphic designer and shareholder in Snowzone Pty Ltd (“Snowzone”) a profitable graphic design company. He holds 200 of the 1,000 issued shares. The other 800 shares are divided equally between the other 16 graphic designers in Snowzone. Two of these other 16 graphic designers are the directors of the company. James did not support the election of these directors but a majority of the other shareholders voted for them. The company has paid dividends to the shareholders from time to time but not for the last 3 years.
Snowzone uses computer hardware supplied by Nicola Pty Limited. The 2 directors of Snowzone are in fact shareholders in another computer hardware supplier, Zabriski Pty Limited, and they, together with some of the shareholders of Snowzone favour a change in the hardware supplier to Zabriski Pty Limited. The directors accordingly call an extraordinary general meeting so that the shareholders can vote on a change of the hardware supplier. James has consistently voiced his opposition to a change to Zabriski Pty Limited. James has also recently begun contacting other shareholders seeking their support in requesting that the directors pay a small dividend in the current year. He has little success with the shareholders but still puts his proposal to the directors. Snowzone’s directors and the majority of shareholders, several of whom are relatives (family) of the directors, are not in favour of the payment of a dividend and have indicated their intention to vote for a change of the hardware supplier. These majority shareholders consider James is a troublemaker. Accordingly the directors reject James’s request for the payment of a dividend and propose that Snowzone’s constitution be changed at the forthcoming extraordinary general meeting from one vote per share to one vote to every ten shares up to a maximum of ten votes per shareholder. The majority shareholders have changed the constitution.
(a) Analyse whether the directors have breached their duties. Your answer should include reference to relevant cases and sections.
Identify the issue(s) raised by the facts
Identify the relevant legal principles
Apply the relevant legal principles to the facts
Reach a conclusion
Please use minimum of 8 cases
(b) Analyse James’s position as a shareholder. What are his rights and what remedies? Your answer should include reference to relevant cases and sections of the Corporations Act 2001 (Cth).
Identify the issue(s) raised by the facts
Identify the relevant legal principles
Apply the relevant legal principles to the facts
Reach a conclusion
Please use minimum of 8 cases
Question 2 – 800 words
A government authority holds an auction of land which it owns. Those who have previously bought land at a government auction are ineligible to bid. This is because the government has a policy of discouraging developers from buying up lots of land and hoarding it. Laws have been passed setting out this government policy.
Trent is a developer who has previously bought land at a government auction. In order to be eligible to bid at this auction Trent forms a proprietary company limited by shares. In every respect the company adheres to the provisions of the Corporations legislation.
Trent and his wife are the sole shareholders of the company, and they are its sole directors. Trent attends the auction and successfully bids for a block of land on behalf of the company. The government authority seller refuses to go through with the sale saying Trent had bought a block of land before and is therefore in breach of the government’s policy and laws containing that policy.
Trent sues the seller seeking an order to force the authority to go through with the sale of the land to Trent’s company. Trent argues that it was not he who was the successful bidder but the company. Accordingly there has been no breach of the government’s policies and laws restricting multiple land purchases by developers.
Advise Trent whether or not the action will be successful. Use relevant sections of the Corporations Act 2001 (Cth) and case law to support your answer.
Identify the issue(s) raised by the facts
Identify the relevant legal principles
Apply the relevant legal principles to the facts
Reach a conclusion
Please use minimum of 7 cases
INSTRUCTIONS FOR ASSIGNMENT
Main text books:
Austin, R P, Ramsay, I M and Ford, H A J Ford’s Principles of corporations Law, (15th Edition) LexisNexis (2013)
Redmond P, Companies and Securities Law LawBook Company, (2009)
Corporations Legislation, 2011, Thomson Reuters (this is preferred as it contains detailed annotations); or alternatively, Australian Corporations Legislation, LexisNexis, 2011 or alternatively, Australian Corporations and Securities Legislation 2011, CCH;
Formal language should be used so avoid jargon, slang and colloquial abbreviations such as “don’t”. Ensure that you use correct spelling.
Referencing sources of information
See Crosling G.M. and Murphy H.M Howto Study Business Law- Reading, Writing and Exams, 3rded, 2000, p 122).
Footnotes should be used to reference your sources and should appear at the bottom of each page. Do not include substantive material in the footnotes. All substantive material should appear in the body of the assignment.
Citation of cases
– Cite the case in full, either in the text or in a footnote egMabo v Queensland (No 2) (1992) 175 CLR 1. The case name should be italicised or highlighted in some other way eg underlined or placed in bold letters.
– Where a particular page or paragraph in the case is referred to, then the page number or paragraph number must be given eg “Mabo’s case at 9” indicates that the information came from page 9 of Mabo’s case. There is no need to write “page” or an abbreviation of the word page.
Citation of statutes
– When citing a statute, the name of the statute should be italicised and the jurisdiction should appear in brackets after the name eg Commonwealth of Australia Constitution Act 1900 (UK).
– When a particular section in the statute is being relied on, then the section should be specified eg section 1. It is acceptable to use the abbreviation “s” for “section” or “ss” where more than one section is being referred to eg s 1 or ss 5, 6 and 7. However, when a sentence begins with a reference to a section, the word should always be written in full eg “Section 1 of the Commonwealth of Australia Constitution Act 1900 (UK) provides that …”
Secondary sources
– When initially referring to secondary sources such as books, the author’s name and initials, full title of the book, edition (if relevant), publication date and page number should be given egCrosling G.M. and Murphy H.M How to Study Business Law- Reading, Writing and Exams, 3rded, 2000, p 122.
Bibliography
– A bibliography listing all books and articles (not cases or statutes) used in the preparation of the assignment should appear at the end of the assignment.
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