Corporate Law

Corporate Law

Table of Contents
INTRODUCTION...........................................................................................................................1
MAIN BODY ..................................................................................................................................1
Explanation about meaning of “Officer” According to Corporation Act 2001 (Australia)........1
Explanation about the meaning of “Officer” According to Companies Act 2006 (United
Kingdom)....................................................................................................................................2
Explanation about the meaning of “Officer” According to Corporation Act (United States)....3
Major difference between the concept of officer in different countries......................................4
CONCLUSION ...............................................................................................................................5
REFERENCES................................................................................................................................6

INTRODUCTION
Corporate Law is defined as law which governs the commercial sector of an nation. It is
mandatory to be followed by every business association for the purpose of accomplishing
business goals. It becomes crucial for any of the entity because it gives the indication that how
any of the decision can be taken so that any of the issues will not occur in any of the situation. In
context of the file, the main topic which will be covered will be related with meaning of officer
in Corporate Act. After understanding it in detail, it will be further explained in context of UK
law and US law. In addition, cases will be discussed that will simply allow to understand the
concept related to officer in detail. Last, difference will be explained that how meaning different
from place to place (if difference are available in meaning).
MAIN BODY
Explanation about meaning of “Officer” According to Corporation Act 2001 (Australia)
Officers are the one who has the duty to manage every single work within the premisses
of a company. It is required to understand that in any of the situation, officer must be able to
complete their part of work within the given time period for the purpose of accomplishing the
goals of an organisation. It becomes necessary for officer to understand that they must try to
work according to the power delegated to them.
Talking in terms of Corporation law, it imposes certain rules and regulation on officer
and it becomes mandatory for them to work accordingly. It is assumed that whenever they are
being given any of the duty, they must perform with care and diligence. It means that whenever
work will be given to them they must understand that they will give their best for the purpose of
obtaining the result1. Secondly, they will have the requirement of perform the task on good faith.
Here, officer are required to be fair towards their work and must give proper information of the
work which they are going to perform. Also, main thing where focus is required to be given is
that in any of the situation office will not misuse their power as that can create lots of issues for
business association.
According to Corporation Act “Officer” are those person who makes participation at the
time of making any of the crucial decision for the company which has a direct or indirect impact
1 Kim Hye-Kyung, "Compliance Officer System As Internal Control Of Corporate Crimes" (2013)
15(2) Korean Journal of Comparative Criminal Law.
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on the overall performance (An officer and a defendant, 2012). As per the act, it is necessary to
understand that in any of the situation if officer takes any of the decision then it will be assumed
for the good faith of a company and it must be followed in any of the situation. Some of the
famous cases related to the defination and roles and responsibility of directors are Kartinyeri v
Commonwealth (1998) 195 CLR 337 & Shafron v ASIC (20120) 88 ACSR 126. Both of this
cases are important because it simply explains about the duty of director and what can be liability
if in case they breaches it. Below, there is the discussion about one of the case where it will be
explained that whether company has the right to fired an officer or not.
Case Law: Hodgson v Amcor [2012] VSC 94
Facts: Here, Hodgson was the General Manager for Amcor where his company has fired
him for the purpose of claiming the compensate. But, Amcor is not willing to pay any of the
compensate amount as they will explaining the points of alleged breach of fiduciary duty by
Hodgson. Also, Hodgson has purchased number of business from Amcor without having any of
the prior approval or without any of the consent (Hodgson v Amcor [2012] VSC 94, 2012).
Issue: The main issues in this respective case is that whether Hodson has breached a
fiduciary duty to Amcor even though he was one of the employees of an organisation.
Held: The Victorian Supreme Court decided that Hodgson was the officer of an Amcor.
He was one on the in charge of biggest division within the organisation. It was the reason that
Hodgson got the control as well as responsibility on a major portion of the Amcor.
In short, the Corporation Act of Australia explains that in any of the situation it will be
important for officer to work for the welfare of an organisation and if in any of the situation they
takes those decisions which are not favourable then they will be in the position to give answer
for the decision taken by them.
Explanation about the meaning of “Officer” According to Companies Act 2006 (United
Kingdom)
Companies Act explains that officer are the most crucial person of an organisation who
has been given lots of work to perform in an organisation. Officer are the first person who is not
authorised to make any of those decision which can create issues for business association and if
it will be done then legal actions can be taken easily upon them2. It is quite crucial to understand
2 Lynda J. Oswald, "The Divergence Of Corporate Officer Liability Doctrine Under Patent And Copyright
Law" (2015) 52(3) American Business Law Journal.
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that in any of the circumstances role of officer is very important because they are the one who to
take most of the crucial decision on regular basis so that positive outcomes can be attained.
In simple words, UK law says that first director is named as the director of the company
where he is required to decide that how any of the work is to be conducted. Even Company
secretary also has the option to become the officer of an organisation. This are the person who is
needed to be hired by Shareholder during the course of formation of organisation. All of the
decision which will be taken by officer should be based on Article of Association.
In context of limited company their must at least one office who will work whole of the
for a company where it is necessary that officers age must not be below 16 years. As per UK
law, there is no upper age limit for hiring any of the officer. Here, it is also allowed the officer
can be shareholder as well. Here, officer has the responsibility of officer has been discussed in
part 10 of Companies Act 2006 (Company formation: a guide to officers, 2013). They mainly
have the responsibility to ensure that all of the statutory work have been completed as per the
requirement. Secondly, they does have the responsibility to review all of the documents and
finally submit it into Companies House.
If in any of the situation, officer do not perform their part of work then in that respective
situation it will be held personally liable3. In addition, if in any of the circumstances company
changes any of the plans and policy then it will be crucial for them to notify Companies House.
In short, the role of officer in Companies Act 2006 is that all of the work must be conducted
according to the Article of association.
Case law: Chillies Ltd v Mr. James
Issues: James was the officer of a company who has the responsibility to take some of
the important decision within the company. In addition he was also the full time director of
rivalry company which was creating the issues for Chillies Ltd. After knowing about it, they
discarded him from the post of officer. Now, they have filed the case against him for claiming
the damages.
Judgement: Looking at the scenario of the case, the judges explained that officer of the
company is not allow to work for two similar form of organisation which is working on the
similar field. Also, James was held liable for not disclosing the important information because it
similar incurred losses for both the organisation.
3 Alistair Alcock and Francis Gore-Browne, Gore-Browne On Companies Act 2006 (Jordans, 2010).
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Explanation about the meaning of “Officer” According to Corporation Act (United States)
These are the persons that are mentioned under corporate law. They are directors of the
company and are also know as board of directors. It is the governing body that manages affairs
and business in corporations. Officers are appointed and powers are given to them by the board.
Also, president can take the final call on the selection of any of the officer within the
organisation. Directors also responsible for making day to day decisions. Boards of director
consists of only one individual. These officers also have actual authority to contract on behalf of
corporation. Number of directors should be nine to form a board. In this the share holders can
either be ½ or 1/3 of each annual shareholder. Director serves term of 2-3 years. If any vacancy
occurs then it can be full fill by shareholder's and remaining directors. It can be removed by the
shareholders only when there is a strong reason or any breach of laws or else the director can
resign by himself at anytime.
It is there to determine policies, services, wages and labour relation. Board also fixes
pension, retirement and other plans. Dividends, issue of new shares, and capital changes are also
decided by the officer. The board also proposes certain extraordinary matters such as
amendments of articles of incorporation, selling of assets and dissolution. They are not allowed
to act outside articles of incorporations4. It is required to understand that Corporate law of US
doesn't allow any of the officer to act outside the article of association and if they have to do that
then in that respective situation it will be important to amend AOA by taking the prior approval
of shareholders.
Case Law: Mr. Mark V Gruffing Ltd
Issue: In this case, the owner Mr. Mark was the officer of an organisation where he
decided to declare the dividend for the annual year on which shareholder of the company raised
the question they have been not given this power to decide. So, they removed Mr. Mark from his
post.
Judgement: The Supreme court decided in that case, that officers are the one who has
the responsibility to manage all of the work within the organisation. The decision to decide the
percentage of dividend in always on officer of the company and in this respective ground
company will not be able to remove Mr. Mark from his post.
4 Michael Koebele, Corporate Responsibility Under The Alien Tort Statute(Martinus Nijhoff Publishers,
2009).
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Major difference between the concept of officer in different countries.
The concept of officer is very similar in each and every countries where they plays the
crucial role for the purpose of accomplishing the goals. But, according to the requirement of a
nation there are some of the differences which is available within the meaning and concept of
officer. When it comes to UK and US there are not much and more changes in the terms because
both of them has the responsibility to work for the organisation as per the requirement of Article
of Association. Here, officer will get the opportunity to become the member of a country but in
case of Australia it is not so.
In case of Australia, it is said that whenever decision which will be taken by officer must
be based on good faith, duty not to improperly use one's position or knowledge. But, in case of
UK and US law, it is strict liability that they must not use any of the knowledge at the time of
taking any of the decision but still it will be necessary for them to take decision according to
Article of Association.
In short, their work might be quite different but ultimately they will have to work for the
purpose of accomplishing goals. If any of decision will not be based on given criteria, then legal
action will be taken which will also give option to fire the officer from the office premisses but
in that condition proper justification must be available.
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CONCLUSION
From the above file, it can be concluded that Corporation law is vital law which explains
how business is to be governed. In any of the situation company can accomplish its target if
officers is able to perform their duty as per the requirement of an organisation. The meaning and
concept of officer is slightly different but at the end it can be understood that they plays the
important part in any of the company. Officer can be held liable for the penalties if they takes
any of the decision beyond their capacity. In any of the organisation, officer has the duty from
the date of formation till the date of liquidation.
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REFERENCES
Books & Journals
Alcock, Alistair and Francis Gore-Browne, Gore-Browne On Companies Act 2006 (Jordans,
2010)
Kim Hye-Kyung, "Compliance Officer System As Internal Control Of Corporate Crimes" (2013)
15(2) Korean Journal of Comparative Criminal Law
Koebele, Michael, Corporate Responsibility Under The Alien Tort Statute (Martinus Nijhoff
Publishers, 2009)
Oswald, Lynda J., "The Divergence Of Corporate Officer Liability Doctrine Under Patent And
Copyright Law" (2015) 52(3) American Business Law Journal
Online
An officer and a defendant. 2012. [Online]. Available Through:
<https://www.claytonutz.com/knowledge/2012/march/an-officer-and-a-defendant>
Hodgson v Amcor [2012] VSC 94. 2012. [Online]. Available Through:
<https://lawcasesummaries.com/knowledge-base/hodgson-v-amco-2012-vsc-94/>
Company formation: a guide to officers. 2013. [Online]. Available Through:
<https://www.informdirect.co.uk/company-formation/guide-to-company-officers/>
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