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| Issue | case | page | fact | |
| who is director | H.L. Bolton(Engineering) Co, Ltd v T. J Graham&Sons[1957] | 3.07 | Close examination: 1, is the person authorised to act as the company in the particular transaction? What has eh company's constition to say as to the act of the person involved? 3, is there any specific lefal obligation in place to impose authority on the person? | |
| Director's duties | Daniels v Anderson(1992) AWA | 3.07 | Directors are required to carry out legal duties | |
| director Prop company | S. 201A(1) | 3.08 | A proprietary company must have no less than one diretor ordinarily resident in Australia. | |
| director public company | s. 201A(2) | 3.08 | A public company must have at least three directors, two of which must ordinarily reside in Australia | |
| director definition | Corporation Act 2001 s.9 | 3.09 | (a) a person (i) is appointeed to the position of directors or (ii) is appointed to the position of an alternate director and is acting in that capacity regardless of the name given to their position. (b) unless the contrary intention appears, a person who is not validly appointed as director if (i) they act in the position of a director or (ii) the directors of the company or body are accustomed to act in accordance with the person's instrutions or wishes. | |
| De facto directors | s.9(b)(i) | 3.09 | the way directors act case R v. Drysdale(1978), Mistmorn P/L v Yassen 1996, DCT v Austin 1998 | |
| Shadow directors | s.9(b)(ii) | 3.09 | Virtue of a defective(不完美的） appointment | |
| officer | s.9 | 3.10 | ||
| De facto directors | R v Drysdale(1978) | 3.10 | The defendant had been validly appointed but had not been re-elected in accordance with the company's constitution at the next AGM as required validate his appointment. He was held to be a director as he had continued a act in that role | |
| De facto directors | Deputy commissioner of taxation DCTv Austin 1998 | 3.10 | help out friends, but act as director so liable the indemnify 赔偿 | |
| De facto directors | s.201M | 3.10 | invalidity of the appoint ment will not invalidate the action of the person who was found to be acting in a de facto capacity as the actions are validatd as far as third parties are concerned | |
| Shadow directors | Standard Charted Bank of Australia LTd v Antico 1995 (Antico) | 3.10 | Definition of director include a company. But S.201b a corporation could no be a director | |
| Alternate Director | Strathmore Group v Fraser 1991 | 3.11 | The alternate director has no legal status when the direcor for whom they are an alternative is present | |
| Alternate Director | s201k |
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| Alternate Director | Playcorp P/L 1993 | 3.11 | An alternate director who had never been called on to act and had never attended a board meeting or management meeting was held to be not liable as a director under insolvent trading legislation | |
| Alternate Director | Mancini v Manvini 1999 | 3.11 | An alternate director cannot act under a power of attorney (代理人）as a director since a directorship is a personal obbligation | |
| Alternate Director | Anary P/L v Sydney futures exchange ltd 1988 | 3.11 | in the event of a director being disqualified on the basis of conflict of interest, the alternate director is not affected by the conflict | |
| Nominee director | Scottish cooperative wholesale society ltd v meyer 1959 | 3.14 | The agreement between the nominee and its appointor does not take precedence优先 over subsidiary's director and their duty to the company | |
| director of subsidiary | s187 | 3.14 | good faith in the best interests of subsidiary Q3.2 | |
| responsibility of directors | s124 | 3.15 | with the power to incorporate came the benefits of limited liability and separate legal personality, perpetual succession and the other elements of incorporation | |
| responsibility of directors | s181(1)(a) | 3.15 | The statutory duties in part mirrored the fiduciary duties which had applied to the trustees, as with, for example, the duty 'to act in good faith in the best interests of corporation | |
| boda fide best interest of company | smith&fawcettltd 1942 | 3.16 | act bad faith. The director must act in what honesly believes to be n the best interests of the company | |
| boda fide best interest of company | Park v Daily News ltd 1962 | 3.16 | Directors have also been held not to be able to make gratuitous payment to retrenche workers out of capital without the approval of the general meeting as this accmounted to an act with favoured on group at the expense of the company as a whole. employee entitlement | |
| to whom is the duty owned | greenhalgh v arderne cinemas ltd 1946 | 3.17 | it was not so much the commercial entity which was to be the subject of the duty but the shareholders as a general body | |
| to whom is the duty owned take over | brunninghausen v glavanics 1999 | 3.17 | duities can be owned to shareholder, particularly in caused of takeover without disclosure of the negotiations for sale | |
| to whom is the duty owned | Darvall v North Syney brick and tile co. ltd 1989 | 3.17 | company has a legitimate interest in having regard to the presen the future shareholders the company as commercial entity and creditors. The short ter interests of sh may be of less important than the company as a commercial concern | |
| to whom is the duty owned | coleman v Meyers | 3.17 | Failue to disclose information within the knowledge of on director may acmount to special circumstances which can give rise the a duty of fiduciary nature to individual shareholders and not just the company as a whole | |
| Nominee director | Walker v Wimborne 1976 | 3.18 | Nominee directors should not put the interests of the group ahead of the interests of the company as a whole and if they did they would be found to have been in breach of duty to the company. | |
| Employee | Parke v Daily News | 3.18 | The board is bound to act in the best interests of the company as a whole. There is no duty owed by directors to the employees of the company Q3.4 | |
| Good Faith | S181(1)(a) | 3.18 | A director or other officer of a corporation must exercise their powers and discharge their duties: (a) in good faith in the best interests of the corporation, (b) for a proper purpose --civil | |
| dishonest or reckless Penalty | s184 | 3.18 | A criminal penalty applies where the breach was intentionally dishonest or reckless. For directors, it includes fines up to $200000 and up to five years imprisonment. | |
| Proper purpose | Whitehouse | 3.19 | It is necessary first to decide whether the directors had the authority to exercise the power, either from the point of view of common law, equity ot the company's constitution. (b) look at the motivation in exercising it. |
