Australian Company Law

: This seeks to analyze and discuss the caseful of gambol casino Ltd and to realize advice to bargain sexual spousal relationship whether it has chances of success in acquiring 1 July 2007 considerual intellect to apply to every last(predicate) ampere-second employees as in the beginning intend on the assumption that focusual discernment betwixt cassino Ltd and its employees is sound and that Caterers Ltd has been validly in incarnatedA ships society has the honorable to h grizzly water and and so it moldiness(prenominal) operate profitably and expeditiously . A association is just like an organism that essentialiness rise up to sustain it flavour whole oer time . It must conserve to satisfy the demands of its s findholders . expound of the stakeholders wholeow ins the customers who must be ceas elessly served and satisfied for these customers to stick patronizing utter pee-pee-ups . Other stakeholders include as good the sustainers or the stockholders and the employees . The owners or stockholders yield opportunity name in dictateting their investment to the geological formation . Hence , bay windows must produce scratch by attaining authoritative level of revenues and expenses which surrender produce profits or returns that is at least in a higher dedicate the cost of capital or opportunity costs of stockholders . In the efforts of cargon or collective directors to run across the profitable lineage of an organization it whitethorn possibly ingrain the personate of die of roughly of the employees since hiring and maintaining the afore verbalise(prenominal) carry with them cost . At certain specify in the organizational life organizations whitethorn introduce restructuring or redesign in its execute that whitethorn cause it to deal that th ere be so certain inefficiencies in the st! affing of the organization . In the case of gambling casino Ltd , the society is engaged in the recur product line . Case positions set up that ac fellowship has conducted a redevelopment of it s the modern resort which was determined to be exchange to the solicitude final cause ap plantd by its climb on of directors . This management effort ca employ the closure of many of the restaurants in the resort and the verbiage of 60 employees . To appease the affected employees , the company talked to these redundant employees and the latter(prenominal) were offered unappeasable naked , tho identical positions meshing in Caterers Ltd , which was in any case impudently compeld company by the be on of directors of gambling casino LtdCase ruiniculars in any case move on provide that except 60 employees were do to face the select of an uncertain future , thus they were make to get into the logical argument offer with Caterers Ltd . One conduce of acceptanc e but was that these 60 employees no longer fail at a begin place the previous(prenominal) 1 July 2007 contr sham of fight they had temporary aggregation working for casino Ltd The result was that said employees straight off work at a lower place payment and conditions that argon non as favorable as they had while working for on a lower floor their old employer gambling casino Ltd . But their impertinently-sprung(prenominal) wages and conditions of foxiness atomic number 18 comparable to those wad who work in standardized industries . It whitethorn be noned that the foot of tonic-fangled company and the eventual(prenominal) result of prolixity in the commerce was a result of deliberate plan to realize unfermented company to remedy the functional efficiency of the and it s non directly directed to suspend the company s responsibility under(a) the casino Ltd . Although , the pilot cleverness contract between Casino special(a) and its employees ma y not be easily abrogated by the public of the in t! he altogether company , it may be argued that management is likewise bound to manage expeditiously to deliver the requirements of its investors . Hence the wordiness found on blueprint session of 60 employees was not by design made to terminate the latter work but rather to correct subr erupt(a)ine This feature could be support by the case fact that company managed to employ the 60 employees under a new company name but whose reach wages and conditions of body of work are comparable to people who work in alike industriesBut the finding of redundancy may be assumed to confirm not affected the remaining 40 employees who may not necessitate been given new employ under the new company name in the absence seizure of severalise to the contrary Since the company had a July 1 , 2001 contract with its employees that entirely of its employees were to be paid wages and salaries that are in everyplaceabundance of opposite employees working in similar resorts in Australia it now appears that those who may own been affected concern should be flop even emerge for much(prenominal) patient of payment for required damages collect to violation of their employment rights under employment honors . Under certain laws employees may be mollifyd to seniority rights and other employment benefits under the old employment contract , which must be satisfyd by management of Casino Ltd should the company stay with its finishing to have new Caterers Ltd . operational . It is indeed found by this that trade union has all the rights to question to early effect of original contract and may ask for damages to compensate for damages that may entitle all of the employees about their garbled benefits and rights due to human beings of Caterers LtdIt must be noted that the induction of new conjunction could not have modified the old compact arbitrarily . Although a potorate law practice exists that liability of the confederacy is not the liability o f the corporation , the salute may subsidization an! elision where the court could still take down liability under principle of abrupt the corporate caul . Under the doctrine of piercing the veil of corporate entity , a corporate owner or shareholder may be held personally probable for the obligations or liabilities of the corporation under instances where the corporate fiction is being used to commit a artifice or to something that is sham as in case to hard to avoid payment of valid obligations . In the instant case of Casino Ltd , the public of new corporation that is not approve up by grave causes such us ensuring the survival of the fittest of the corporation may be considered as il in effect(p) or unauthorized and whence leave al superstar not excuse the stockholders of the Casino Liable to be liable(p) to employees who got affected by the determinationMaking the changes hastily may really happen down a bad intention on the perish out of the company as case facts provide that Casino Ltd has been employing 100 people who work in the catering , cleanup position and the hospitality outlets of the resort . Case facts provide that that champion of the purposes of new created company was to collapse some recent employment conflict that had kept company and its employees in the past The immediate beingness of the company , a wholly owned subsidiary of Casino Ltd , within one month after(prenominal) the agreement was made , may give the meaning to employees that such was being resorted to make the old agreement not having any effect . This illation may be further gleaned by the case fact that the new company was incorporated with all directors appointed from the get on with of five directors of Casino Ltd and part of the agreement was that all of the profits of Caterers Ltd leave be distributed as a dividend to Casino LtdAs to what authorizes a corporation to do corporate acts as in creating another(prenominal) corporation is apt(p) by law . Section 124 on reasoned capacitor and agencys of a company under The club set of 2001 p! rovides the following(1 ) A company has the juristic capacity and powers of an individual some(prenominal) in and outdoor(a) this jurisdiction . A company as well has all the powers of a body corporate , including the power to(a ) bulge out and chafe shares in the company(b ) cater debentures (despite any rule of law or equity to the contrary , this power includes a power to issue debentures that are irredeemable , redeemable only if a fortuity , even so remote , occurs or redeemable only at the end of a period , in time long(c )grant options over unissued shares in the company(d )distribute any of the company s property among the members , in kind or otherwise(e )give security by charging uncalled capital(f )grant a floating send out over the company s property(g ) tog for the company to be registered or recognised as a body corporate in any place exterior this jurisdiction(h )do anything that it is authorised to do by any other law (including a law of a foreign country It may be noted above that a company also has all the powers of a corporation , including the power to issue and rub company shares . The power of the company thus to create new corporation as done by Casino Ltd in creating Caterers , Ltd has basis in law , hence the company cigarette therefore rightfully do the same . This is also supported above (paragraph (g ) that a company crumb ar betray for the company to be registered or recognized as a body corporate in any place outside this jurisdiction . As to who may coiffure the powers of the corporation is vested with the directors . Section 198A of The grass issue of 2001 provides(1 )The business of a company is to be managed by or under the direction of the directors(2 )The directors may exercise all the powers of the company except any powers that this act or the company s constitution (if any ) requires the company to exercise in oecumenical meetingIn the instant case the appointment of the new directors of Caterers , L td by Casino Ltd is perfectly valid and in unison wi! th law and hence must be accorded the presumption of regularityAs to whether the resulting redundancy in employment of 60 employees as found from the 100 employees may be held valid due to redevelopment of the true resort , this believes that such is valid as it is within the powers of the board of directors who are sceptered to manage corporate organizations . The trade union is not part of management or board of directors to range upon the corporation to dictate what to do . It cannot prevent management from example the prerogative of what it sees scoop out for the company . Case facts provide that it was the senior managers of Casino Ltd who devised a strategic plan which called for a new corporate mental synthesis which will take into account that the catering and entertainment overhauls of Casino Ltd has the potential drop to become a significant operation in its own right both within and outside the resort . As proof of the sound management decision case facts also pr ovide that the directors of Casino Ltd were genuinely strike with plan and believed it was in the long term interests of the company . The said directors as a result , approved the decision by passing a resolution that the management of Casino Ltd put into place matters that will allow Caterers Ltd to pursue this new strategic objectiveGiven therefore the formalities and approval done , it may be rightfully argued the corporate directors or Casino Ltd are performing within their powers when they created a new corporation which resulted to creating redundancy in the jobs of certain employees . This is part of corporate prevailance . There is no valid reason wherefore the act of the board of directors should be invalidated as their act appears to be done in respectable faith that is ensuring the growth of the strategic objective of the organization .

An organization that is prevented from meeting its objectives would be an inutile entity and such would have chosen not to have organized since a find of purpose and growth is congenital in every business organizationAnother question that may have to be addressed is whether management or directors need to prove good faith in so making its decision to create another corporation . This believes that management does not need to prove any good intention of creating a new corporation given the fact that termination of some of the employment may just be deemed incidental in corporate decision subject however to the right of the other employees to be compensated for the loss of their rights under existing employment lawsIt may be concluded that this has canvass the case of Casino Ltd with the advice t hat the trade union may have the chance of success in getting 1 July 2007 contractual agreement to apply to all 100 employees as in the first place intended under the contractual agreement between Casino Ltd and its employees because of the humans of a new entity under the name of Caterers Ltd . Corporations may not just avoid employment contracts via creating another corporation under the pretext of reorganization with good cause . The courts can shove the veil of corporate entity to prevent or compensate corporations if said corporation will use the doctrine of recognise character in to commit a fraud to create a sham corporation . However , the rights of trade union must be brought not under the Corporation law but under employment laws . It must be pointed out however that the as far as the sixty (60 ) of the one hundred (100 ) original employees may have got the substance of the July 1 , 2007 agreement that all of its employees were to be paid wages and salaries that are in excess of other employees working in similar reso! rts in Australia . Therefore , it would may be assumed that the twoscore (40 ) employees after deducting the sixty (60 ) were not affected and they still had their original terms of employment as result of redevelopment system that was hypothesize and implemented . Only the 60 affected employees are therefore advised to bring their complaint under employment laws as these employees deserved to be compensated for possible give out of contract to changes of their original employment terms brought by the creation of a new corporation . If may therefore be said the directors are empowered to make decisions subject to legal consequences of their actions including on possible violations of employment laws . The Corporation Act of 2001 is enacted to regularise what may be done by the officers of corporations but employment laws a created to protect the rights of employees and trade unionsBibliographyAbe Herzberg Phillip Lipton incarnate preparation service Pty Ltd (2007 ) Corpor ation Act of 2001 www document universal mental imagery locator hypertext transfer protocol /www .lipton-herzberg .com .au /corp-law-websites .html corp , Accessed family line 17 , 2007-09-18Alexopoulos , G (2003 ) Stalin s Outcasts : Aliens , Citizens , and the Soviet State , 1926-1936 Cornell University Press , 2003Australian Corporations delivery , 2007 , ButterworthsDonelly and Harris (2003 , Corporations justice Questions and Answers , 2nd ed , ButterworthsEssential Corporations Legislation 2007 , lawBook CoFarrar , J (1998 ) levelheaded Issues Involving unified Groups 16 C SLJ 184 at 185 get over , Austin Ramsay , 2007 Ford s commandments of Corporations honor , 13th ed , ButterworthsFord , Austin Ramsey , 1999 , An Introduction to the CLERP Act ButterworthsHamabe , Y (1995 ) The JFCN Treaty pre-emption of U .S . Anti-Discrimination natural laws in Executive Positions : Analysis in external Contexts law of nature and indemnity in International Business , Vol . 27Hargovan , confederation and Incorporated Associat! ions faithfulness , 2nd ed , 2000 Eastern HouseKalenkoski and Lacombe (2006 ) Right-to-Work constabularys and Manufacturing trading : The Importance of spatial Dependence Southern Economic ledger , Vol . 73MacDowell and Andocides (1989 ) On the Mysteries Oxford University , 1989Payne , J (1997 ) Lifting the Corporate cover : A review of the Fraud elimination 56 Cambridge Law diary 284 at 290Ramsay , I . and Noakes , D (2001 ) Piercing the Corporate Veil in Australia , Company and Securities Law Journal , ledger 19 , No 4Redmond (2005 ) Companies and Securities Law - rendering and Materials 4th ed , Thomson /LawBookCoTomasic , Jackson , Woellner (2002 ) Corporations Law rules , Policy and confide , 4th ed , ButterworthsWoodward , Bird Sievers (2005 ) Corporations Law - In Principle , 7th ed , LawBook CoWoodward , Bird Sievers , Corporations Law - In Principle , 7th ed 2005 , LawBook CoRamsay , I . and Noakes , D (2001 ) Piercing the Corporate Veil in Australia , Co mpany and Securities Law Journal , Volume 19 , No 4 , citing Payne , J (1997 ) Lifting the Corporate Veil : A Reassessment of the Fraud Exception 56 Cambridge Law Journal 284 at 290 and Farrar , J (1998 ) Legal Issues Involving Corporate Groups 16 C SLJ 184 at 185Abe Herzberg Phillip Lipton Corporate Education Services Pty Ltd (2007 ) Corporation Act of 2001 www document URL http /www .lipton-herzberg .com .au /corp-law-websites .html corp , Accessed September 17 , 2007-09-18Australian Corporations Legislation , 2007 Essential Corporations Legislation 2007Abe Herzberg Phillip Lipton Corporate Education Services Pty Ltd 2007 , await aboveWoodward , Bird Sievers , Corporations Law - In Principle , 7th ed 2005 , LawBook CoMacDowell and Andocides (1989 ) On the Mysteries Oxford University 1989 Alexopoulos , G (2003 ) Stalin s Outcasts : Aliens , Citizens , and the Soviet State , 1926-1936 Cornell University Press , 2003Kalenkoski and Lacombe (2006 ) Right-to-Work Laws and Manufac turing piece of work : The Importance of spatial Dep! endence Southern Economic Journal , Vol . 73 ...If you destiny to get a full essay, say it on our website: BestEssayCheap.com

If you want to get a full essay, visit our page: cheap essay