Business Law - Mariner Corporation

Added on - Jun 2021

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Running head: BUSINESS LAWBusiness lawName of the StudentName of the UniversityAuthor Note
BUSINESS LAW1Table of ContentsCase Introduction.............................................................................................................................2Breach of duties by Mr Darren Olney-Fraser, Mr Donald Christie and Mr Matthew Fletcher.......3The findings of the court and the critical analysis of the findings...................................................4Future implications of the decision..................................................................................................7References........................................................................................................................................9
BUSINESS LAW2Case IntroductionBreach of statutory duties of the directors given out by the CA in relation toannouncement of take-over bids had been discussed by the courts in the case ofAustralianSecurities and Investments Commission v Mariner Corporation Limited [2015] FCA 589.The court had to analyse the legal backing which the actions of the directors of Mariner had inthe situation. The ASIC brought the proceedings against the three directors of the organization incontext that they made the company function in an illegal manner. The three directors involvedin the case arenamely Mr Darren Olney-Fraser, Mr Donald Christie and Mr Matthew Fletcher.In this proceeding it has alleged by the ASIC that the directors and the company havecontravened the rules under section 631(2)(b) (take-over bids) and 1041H (Misleading anddeceptive conduct) of the Corporation Act 2001 (Cth) (the Act). The ASIC further made anallegation that the directors had breached the due diligence and care duty of section 180(1) of theAct. The ASIC sought declaration under the provisions of section 1317E of the CA that the civilpenalty provisions had been breached. The issue before the federal court was to resolve thecontravention question only and not to deal with the penalty at this stage.A claim had been brought by the ASIC that the directors of the defendant organization had madeit contravene the rules provided viasection 631 (2) (b) of the Act. As per the facts of the case atakeover bid had been publically announced by the defendant company in relation to a companynamed Austock. It has been alleged by the corporate regulator that such bid had been made bythe company in a reckless manner as any reasonable person making such decision would knowthat the organization does not have the capacity of making a takeover bid on the required term in
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