Company law Essay Example for Free

Company law Essay Applying this doctrine to the case study, Alicia can be regarded as one of the promoters of Batco Ltd, since she had involved in the formation of the company and ranked as one of the three directors after the registration. It’s also noticeable that the other two directors, Adam and Robin, were former employees of Alicia. Thus, even though Alicia didn’t play an active role in the formation of the company, the connection between her and Batco before and after the registration was solid. According to Aequilas v AEFC (2011) 19T ACLC 1006, the legal consequence of a person being identified as a promoter is that such person owes stringent fiduciary duties to the company and its shareholders. They are required to act in good faith and place the company’s benefits over their own (Harris, Hargovan and Adams 2011). More specifically, in Erlanger v New Sombero Phosphate Co (1878) 3 CA 1218, the House of Lords held that promoters have the duty of fully disclosure to a board of independent directors of the material facts when they enter into contract relations with the company; Or, as stated in the in Aequilas v AEFC (2011) 19T ACLC 1006, the court also accepts an explicit disclosure made to shareholders. Taking these judgments into account, Alicia, as a director of Batco Ltd, as well as a promoter, breached her fiduciary duties. Because Alicia, as a party to the contract with Batco, didn’t make known the notification she received from a government clerk to the company before they entered into the contract. Although without official announcement, the rezoning of the area was only a speculation, the unveiling of this information could prevent Batco from buying the site at that price, as the reassigned area could have a change in value. What more, a secret profit was obtained by Alicia in the selling of property. Despite that she made a disclosure of the actual profit she earned to Adam and Robin, these two directors could not fall into the group of independent directors. Additionally, even after Alicia had informed them about her real gain, in the prospectus Batco Ltd made to its shareholders, the profit number was falsely presented. Thus, Alicia also contravened the promoter’s duty of disclosure to the company’s shareholders. Once the breach of fiduciaries is established, Batco Ltd and its shareholders can sue Alicia, Adam and Robin for remedies. Under s 729(1) in Corporation Act 2011(Cth), the damaged party has right to recover the amount of the loss or damage resulting from contravention of duty of disclosure. And under s 729(3), the time for taking a legal action under s 729(1) is limited to in 6 years after the happening of the breach of disclosure duty. In Erlanger v New Sombeoro Phosphate Co (1878) 3 CA 1218, the judgment rescinded the initial contract and the damaged party was allowed to recover the purchase price. Similarly, in Glukstein v Barnes (1900) AC 240, a promoter was required to account to the company on the secret profit he realized from the breach of fiduciary duties without voiding the contract. Therefore, one likely outcome in this case study is Batco and its shareholders suing Alicia to rescind the purchase contract within 6 years after the happening of the breach of disclosure duty. As a result, Batco can recover the purchase price and return the site to the vendor, Alicia. Another possibility is Batco suing Alicia for breach of fiduciary duties and only require her account to the company for the secret gain. However, considering the unpredictable effect of rezoning on the purchased site, the former one would be a better option for Batco. According to Frino and Segara (2012), there are two elements of transaction costs, being the explicit and implied costs. Explicit costs include brokerage fees, exchange fees and government taxes which will not be discussed in this report as the trading exercise was performed without incurring such costs. Implied costs emerge when share prices become unfavourable due to effect of the share trades. These unfavourable expenses are difficult to estimate and deduce as they usually happen in a random manner (Frino and Segara, 2012). There are three types of implied costs which will be discussed below. Firstly, every trader will be exposed to bid-ask spreads (Frino and Segara, 2012). Bid-ask spreads are the gaps between the highest purchase price and the lowest selling price at which the dealers are keen to trade upon. Thus, the median of the bid-ask spread is deemed as the reasonable price. According to Frino and Segara (2012), when a dealer needs to complete a particular transaction urgently, the deemed reasonable price mentioned above will be forgone as the dealer will require immediate liquidity by purchasing or selling the shares at the stated bid or ask price. There are many ways and choices for a company of fundraising their commercial scheme and activities. One of the choices is through corporate fundraising to offer securities to attract public and outside investors. The statutory provisions in related to the process is located under Ch 6D. Under the Corporate Law Economic Reform Program Act 1999, the required standard full-disclosure document while public companies undertaking fundraising is as prospectus (zuozhe 267). In the case, Jaan Company wants to expand its market and decides raising funds through offering securities and has two options to choose: the first one is raising 10 million and keeps domestic; another one is raising 20 million and expand international. They decide to use offer securities to raise fund which means they will need to face a standard required prospectus to the public. According to Section 709, there are four types of disclosure documents. First is prospectus, which is the most common form of disclosure document and under Ch 6D s709 (1), it must generally be prepared for an offer of securities. However, if the raising capital fund is not exceeding 10 million, the prospectus is not compulsory to be prepared. The second type is short form prospectus. This type is permitted to reduce the length and complication of prospectus that are distributed to potential investors. The third type is an offer information statement. Under an offer information statement, the amount to be raised from the issue of securities is 10 million or less. The last one is profile statements. This type is prepared as an addition to a prospectus and a reform to simplify policy objective and reduce the volume of disclosure objects. Under the circumstance, for the option 1, an offer information statement is appropriate. The offer information statement is comparative simplified and according to the Corporations Acts, it is intended to facilitate more efficient capital raising, especially for start-up and small and medium sized enterprises(zuozhe, 268). The disclosure requirements are lower level than for a prospectus. Under offer information statements, the company is required to state the information about the company (including xplain the company’s business and the nature of securities, the financial audited statements within the previous 6 months), explain why the company needs to fundraising, disclose details about risks involved and all amount payable. In addition, it also must state to investors that it’s different and lower level compare with prospectus, remind the investors should acquire professional advice. Furthermore, the copy has been lodged with ASIC who takes no responsibility for its contents is required. For option 2, a detailed, full-disclosure prospectus is required. The obligations are concluded as following (zuozhe, 266): firstly, all the information, which is also guaranteed reliable and available at the same time, need to be provided in a prospectus to all investors that they might realistically need to know in order to make a decision about the company’s investment proposal; secondly, the documents must enclose all the risks associated with the concerned industry in which the company operates; thirdly, it is necessary that the disclosure of material information is in an effective way for fundraiser to undertake inquiries as well as disclose details which can enable investors to make a more accurate assessments about securities in a cost-effective way. I will recommend option 1in this case. Jaan is a small manufacturing business and not a mature company; it has not enough experience and comparative low capital base as well less able to meet the costs of raising capital. Compare with mature company, Jaan is less able to meet the risks to challenge the market changes and adapt quickly. Offer information is particularly suitable for the small and mid-sized enterprises; it has lower requirements than prospectus and also more flexible for the company. Part 2 According to S 728, if a disclosure document has following characteristics, then it would contravene: misleading or deceptive conduct; omission form; a circumstance that is required to disclose in the document but the company has not and the circumstance is raised as a problem. In this case, Jaan has a very positive forecast in the sales and profit in the following years; however, it has not happened. The company said the market needs of snowboarding are huge and the company has confidence to forecast that they have made a right choice. Unfortunately, the company is circulated these forecast without reasonable basis and inadequate marketing research. Furthermore, in order to attract investors, the company is using New Zealand’s snowboarding popularity diagram rather than global or Australia. Under this circumstance, the company has misled the investors and make them have a wrong perception of the company’s vision. In addition, the company also comes out a new circumstance: abnormal weather patterns caused by global warming will make the company to face a huge loss. This is unexpected but this circumstance should have been disclosed in the document. Under the Ch 6D, the company should disclose all the relevant risks to enable the investors to make a cautious decision. Nevertheless, the company only focus on the bright side of the future and miss to present the potential external factors that may influence the sales of the company. All these would be the facts that the company’s disclose document has contravened and will face a remedy for the investors. Similar case for Jaan’s investors can look at is Cadence Asset Management Pty Ltd v Concept Sports Ltd (2005): the defendant were misleading the investors about the company’s outlook, the court decision is disagree the defendant’s defence and upheld the plaintiff to recover the loss suffered. Defendants may avoid their liability if they can satisfy the defences set out in ss 731-733. In this case, according to section 731, Jaan may avoid liability if they can provide evidence that their sales forecast is based on reasonable grounds, there is no misleading for the investors. And in order to defend successfully, the company also needs to show that they undertake that they can confirm their information is based on reasonable basis and the accuracy is creditable in the prospectus (zuozhe, 288). Furthermore, Jaan should also to prove that they were unaware of the changing weather to make the company to bear the loss. These can be potential defences for the company. However, the case Cadence Asset Management Pty Ltd v Concept Sports Ltd (2005) has shown that if the company has a behaviour of misleading the investors in breach of s 728 (zuozhe, 287), Jaan may not be succeed in the defences based on the following facts: they use the wrong popularity diagram to forecast the sales (besides, the company also know this fact), this is misleading to the investors; in addition, the changing weather should be a relevant risk which must be disclosed to the investors. Investors have rights to know the risks associated with the operation. Base on those facts, the company may fail to defence.

Comparing Truth in Death Of A Salesman and The Glass Menagerie Essay

Seeking Truth in Death Of A Salesman and The Glass Menagerie      Ã‚  Ã‚  Ã‚   Often society seeks to thwart the desire of certain people to find and/or face the truth. Examples of this are found throughut literature. Two excellent example of this are Biff Loman from 'The Death Of A Salesman' and Tom Wingfield from 'The Glass Menagerie'. At some point, they both have to face and understand the truth about their lives. Biff is faced with the lies and   morals of society obsessed with the corrupt version of American Dream, especially his father, and his inability to pursue his own goals and dreams. Tom is faced with the sad reality of life in his family and the desire to escape it.    Biff Loman grew up in a family of a salesman. He had a reasonably happy childhood, and a great school career. He was good at American Football and won a football scholarship. His father, Willy Loman, was always very proud of his son and always praised him and put him above others. Unfortunately, Willy's life philosophy was ruined by the corrupted version of the American Dream. He believed that the key to happiness is money and success and the a person does not necessarily has to work hard to attain it. Biff grew up with those ideas and they influenced him a lot. But when he caught his father with another woman, the realization of the lie and corruption turned his life around. He no longer believes in his father or the dream, and lives a... ...Bloom, Harold. Introduction. Tennessee Williams. Ed. Harold Bloom. New York: Chelsea House, 1987. 1-8. Downer, Alan S. American Drama and Its Critics. Chicago, University of Chicago Press [1965]. pp. 218-239. Hayashi, Tetsumaro.   Arthur Miller Criticism.   Metuchen, NJ: Scarecrow Press, 1969. Levy, Eric P. "'Through Soundproof Glass': The Prison of Self Consciousness in The Glass Menagerie." Modern Drama, 36. December 1993. 529-537. Miller, Arthur.   Death of a Salesman.   New York: Viking, 1965. Williams, Tennessee. The Glass Menagerie. In Literature: An Introduction to Reading and Writing, 4th ed. Ed. Edgar V. Roberts and Henry E. Jacobs. Englewood Cliffs, NJ: Prentice Hall, 1995. 1519-1568. Comparing Truth in Death Of A Salesman and The Glass Menagerie Essay Seeking Truth in Death Of A Salesman and The Glass Menagerie      Ã‚  Ã‚  Ã‚   Often society seeks to thwart the desire of certain people to find and/or face the truth. Examples of this are found throughut literature. Two excellent example of this are Biff Loman from 'The Death Of A Salesman' and Tom Wingfield from 'The Glass Menagerie'. At some point, they both have to face and understand the truth about their lives. Biff is faced with the lies and   morals of society obsessed with the corrupt version of American Dream, especially his father, and his inability to pursue his own goals and dreams. Tom is faced with the sad reality of life in his family and the desire to escape it.    Biff Loman grew up in a family of a salesman. He had a reasonably happy childhood, and a great school career. He was good at American Football and won a football scholarship. His father, Willy Loman, was always very proud of his son and always praised him and put him above others. Unfortunately, Willy's life philosophy was ruined by the corrupted version of the American Dream. He believed that the key to happiness is money and success and the a person does not necessarily has to work hard to attain it. Biff grew up with those ideas and they influenced him a lot. But when he caught his father with another woman, the realization of the lie and corruption turned his life around. He no longer believes in his father or the dream, and lives a... ...Bloom, Harold. Introduction. Tennessee Williams. Ed. Harold Bloom. New York: Chelsea House, 1987. 1-8. Downer, Alan S. American Drama and Its Critics. Chicago, University of Chicago Press [1965]. pp. 218-239. Hayashi, Tetsumaro.   Arthur Miller Criticism.   Metuchen, NJ: Scarecrow Press, 1969. Levy, Eric P. "'Through Soundproof Glass': The Prison of Self Consciousness in The Glass Menagerie." Modern Drama, 36. December 1993. 529-537. Miller, Arthur.   Death of a Salesman.   New York: Viking, 1965. Williams, Tennessee. The Glass Menagerie. In Literature: An Introduction to Reading and Writing, 4th ed. Ed. Edgar V. Roberts and Henry E. Jacobs. Englewood Cliffs, NJ: Prentice Hall, 1995. 1519-1568.

Marketing Survey Dettol Liquid Handwash Essay

Following is the questionnaire followed to take up the survey: Neha: Who makes the decision to buy this product? Kamal: I make the decision to buy the product. Neha: Who else plays a role in this decision making? Is there anyone else whose opinion you take into consideration while choosing this product?Kamal: Mostly, I decide as to which product to buy, but my kids and husband also voice their opinion sometimes. Neha: Why did you buy this product and what are the attributes you look for? Kamal: I have been using this product for quite a long time. The main attributes are quality assurance and cost factors. Its re-fill pack is also a good attribute, as once you buy the pump pack; you can get the re-fill at much lower cost. It is reasonably priced and also the dettol is a well known brand. Neha: Have you used any other brand of liquid handwash? If yes, then what motivated you to try the other brand? Also, what made you come back to dettol? Kamal: Yes, I have also used Lifebuoy hand wash. I have tried lifebuoy once or twice, mainly because of the non availability of the dettol hand wash in the local store from which I get the monthly ration. So, when dettol is available, I go for that only. Neha: Why didn’t you choose to wait for the new stock of dettol liquid hand wash to arrive? Kamal: Hand wash is a product of daily use, so availability is necessary. Also, Lifebuoy, dettol and a couple of other brands are almost similar in pricing and quality. Thus, there is no incentive in waiting for new stock. Neha: Have you been using this product for long? Where did you get information about this product? Kamal: Yes, I have been this product for quite some time. I got to know about this product from advertisements in television. Also the displays in the store from which I buy most of my daily needs products , also helps me make an informed decision as I can compare the prices of different brands and also the various discounts and schemes offered. Neha: Which store do you go to? Any specific reason to choose that particular store? Kamal: I go to the local departmental store in the market near to my house. I choose this store as it is nearby and I can get everything from kitchen products to sanitary products to everything. It has wide variety of products available which makes my job easier. Summary: From the above survey, following are the conclusions that can be drawn about the consumer preference and the demand of a daily mundane product of less than Rs. 75/-. Stock Availability: One of the most crucial factors for low price daily products is the availability. As they form the daily needs of the consumers, non availability of the product is not an option. Consumer will quickly switch to a new brand. Competitive Pricing: For daily products like hand wash, face wash etc. pricing plays an important role in consumer opting for a particular product. As lots of options offering almost comparable quality and price are available, pricing is very important to attract the consumers. Consumer Loyalty: Consumer loyalty also plays a significant role in the sales of the product in question. A common answer as to why they continue to buy a given product is, that they have been using the product for very long time and never faced a problem. Hence, as long as the product is consistent in quality and pricing, consumers tend to be loyal to one brand as they get used to it. Promotion: Advertisements in television/print and display in the retailer store is the main source of information for the consumers. Attractive advertisements may prompt the consumer to try out a different product and thus effective promotion campaign is needed to sustain consumer interest. As the consumer is mainly the budget conscious house wives, discounts and schemes are another effective means to maintain consumer base and also attract new consumers.

Genealogy of the Titans and Gods in Greek Mythology

The genealogy of the Greek gods is complicated. There was not one uniform story all the ancient Greeks and Romans believed. One poet could directly contradict another. Parts of stories dont make sense, seemingly happening in reverse order or contradicting something else that was just said. You shouldnt throw up your hands in despair, though. Familiarity with the genealogy doesnt mean your branches always go in one direction or that your tree looks like the one your neighbor prunes. However, since the ancient Greeks traced their ancestry and that of their heroes to the deities, you should have at least a passing acquaintance with the lineages. Further back in mythological time than even the gods and goddesses are their ancestors, the primordial powers. Other pages in this series look at some of the genealogical relationships among the primordial powers and their other descendants (Chaos and Its Descendants, Titans Descendants, and Descendants of the Sea). This page shows the generations referred to in the mythological genealogies. Generation 0 - Chaos, Gaia, Eros, and Tartaros In the beginning were primordial forces. Accounts differ as to how many there were, but Chaos was probably the first. The Ginnungagap of Norse mythology is similar to Chaos, a sort of nothingness, black hole, or chaotic, swirling disordered state of conflict. Gaia, the Earth, came next. Eros and Tartaros may also have sprung into existence at about the same time. This is not a numbered generation because these forces were not generated, born, created, or otherwise produced. Either they were always there or they materialized, but the idea of generation involves some sort of creation, so the forces of Chaos, the earth (Gaia), love (Eros), and Tartaros come  before the first generation. Generation 1 The earth (Gaia/Gaea) was the great mother, a creator. Gaia created and then mated with the heavens (Ouranos) and the sea (Pontos). She also produced  but did not mate with the mountains. Generation 2 From Gaias union with the heavens (Ouranos/Uranus [Caelus]) came the Hecatonchires (hundred-handers; by name, Kottos, Briareos, and Gyes), the three cyclops/cyclopes (Brontes, Sterope, and Arges), and the Titans who numbered as follows: Kronos (Cronus)Rheia (Rhea)Kreios (Crius)Koios (Coeus)Phoibe (Phoebe],Okeanos (Oceanus],TethysHyperionTheia (Thea)Iapetos (Iapetus)MnemosyneThemis Generation 3 From the Titan pair Kronos and his sister, Rhea, came the first Olympian gods (Zeus, Hera, Poseidon, Hades, Demeter, and Hestia). Other Titans like Prometheus are also of this generation  and cousins of these early Olympians. Generation 4 From the mating of Zeus and Hera came: AresHebe the cup-bearerHephaestusEileithuia the goddess of childbirth There are other, conflicting genealogies. For instance, Eros is also called the son of Iris, instead of the more conventional Aphrodite, or the primeval and uncreated force Eros; Hephaestus may have been born to Hera without aid of a male. In case it is not completely clear where brothers marry sisters, Kronos (Cronos), Rheia (Rhea), Kreios, Koios, Phoibe (Phoebe), Okeanos (Oceanos), Tethys, Hyperion, Theia, Iapetos, Mnemosyne, and Themis are all offspring of Ouranos and Gaia. Likewise, Zeus, Hera, Poseidon, Hades, Demeter, and Hestia are all offspring of Kronos and Rheia. Sources Timothy Gantz: Early Greek MythHesiod Theogony, translated by Norman O. Brown