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Breach of Duties - Assignment

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Added on  2021-06-17

Breach of Duties - Assignment

   Added on 2021-06-17

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Running head: BREACH OF DUTIESBreach of DutiesName of the StudentName of the UniversityAuthor Note
Breach of Duties - Assignment_1
1BREACH OF DUTIESExecutive Summary:The intention of the report is to conduct extensive research on the case of Whitehouse v CarltonHotel Pty Ltd [1987] 162 CLR 285. In this regard, the report emphasizes on the facts of the caseas well as on the breach of duties on the part of the directors. The report intended to highlight thedecision of the court or tribunal by complying with the provisions of the Corporations Act.Lastly, the report is commissioned to examine, the impact of the decision on the operation of thecompanies in Australia.
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2BREACH OF DUTIESTable of ContentsIntroduction:..................................................................................................................................3Breach of Duties and Responsibilities:........................................................................................4Duties of the directors to act within powers (Section 171):....................................................4Fiduciary duties of the directors (Section 173):......................................................................5Section 181(1) of the Corporations Act 2001(Cth):.................................................................6Critical Analysis of Court decision:.............................................................................................6The relevance of the decision to the development of Australian corporations:.......................8References:...................................................................................................................................10
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3BREACH OF DUTIESIntroduction:The issue of the case study is related to the fact that whether the purported allotment onthe part of Mr. Whitehouse to his sons Wilson and Alexander (the plaintiffs) with a “B” classshares in the capital of the Carlton Hotel (the respondent) has been exercised according to theprovisions of Articles 127 of the Articles of Association of the company. According to Article127 of the Articles of Association Mr. Whitehouse should be considered as the PermanentGoverning Director of the company for a considerable period as long as he decides to hold theoffice. In this regard, the provisions of Article 127 states that the powers and authoritiesincluding the discretion that vests with the Board of Directors under the Companies Act shall bevested on Mr. Whitehouse. The issue began during the time when Mrs. Whitehouse was living however both thecouples were divorced. Thereafter their four daughters coordinated themselves with their motherhowever; the plaintiffs (their sons Wilson and Alexander) aligned themselves with their father(Mr. Whitehouse). In this regard, it is worth mentioning that the shares of the company wasdivided into three classes- share “A”, “B” and “C”. The “A” class shares were held by Mr.Whitehouse and the “B” class shares were assigned to Mrs. Whitehouse. It is worth mentioningthat both the “A” and “B” class shares had unrestricted voting rights on their part. However,there was no voting right in class “C” shares which were beneficially owned by their sons (theplaintiffs) and daughters. However, the class “C” shares had the right to shares in profit andsurplus capital. It is worthwhile to mention here that, the case has been conducted on the basis ofboth sides regarding the “B” class shares held by Mrs. Whitehouse which were assigned to Mr.Wardley during her lifetime who acted as the subscriber to the memorandum of association.
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