StudentShare
Contact Us
Sign In / Sign Up for FREE
Search
Go to advanced search...
Free

Company law - gambotto pinciples - Essay Example

Comments (0) Cite this document
Summary
The United States government passes a law making it illegal for American companies to purchase chemicals from a company that has French shareholders, and that action precipitates the company, AgChem pty Ltd, to expropriate minority shareholders shares (100 French shareholders) in order to do business with the U.S…
Download full paperFile format: .doc, available for editing
GRAB THE BEST PAPER93.4% of users find it useful
Company law - gambotto pinciples
Read TextPreview

Extract of sample "Company law - gambotto pinciples"

Problem Set 4, Question 10 Legal Issue The United s government passes a law making it illegal for American companies to purchase chemicals froma company that has French shareholders, and that action precipitates the company, AgChem pty Ltd, to expropriate minority shareholders shares (100 French shareholders) in order to do business with the U.S. Would this action violate the Gambotto Principles What steps must the company take for this to be legal under Australian law
The Law
A Mr. Gambotto, who was a minority shareholder in the company WPC Ltd, was not present when the majority shareholders voted to acquire minority shares in the company and was motivated to file a major law suit because he believed his rights were violated and his voice was not heard. In regards to this case, Michael Yew Seong Chin in his article Being in the Minority: The CompulsoryAcquisition of Shares writes:
The emancipation of the minority shareholders is a recent event. For most of the first
century of company law they were virtually defenseless... In 1995, the High Court of Australia delivered a corporate law decision that led to a maelstrom of publicity and controversy. This was the Gambotto v WCP Ltd which significantly altered common law governing amendments to a company's articles of association. Gambotto ushered in a
new era of minority shareholder protections by significantly restricting the ability of the majority to acquire 100 percent ownership through amending the articles of association
to introduce a new clause enabling the majority to compulsorily acquire shares of the minority. Gambotto introduces a new test for the validity of such amendments... (Heinonline 1)
A new precedent had been set in corporate law.
Application of Law to Facts
In the original case trial Judge Mclelland J, injuncted the expropriation on the basis that majority shareholders were unjustly oppressing the minority shareholders. That decision was reversed by the Court of Appeal. Here the court noted that the expropriated shareholders received fair compensation for their shares. Using a contraction approach, Priestly J pointed to the fact that the shareholders on becoming members, agreed to become bound by duly passed resolutions, and Meagher JA pointed out that there were enormous tax advantages for the corporation and compensation was fair (Whincop 11). Unhappy with the Priestly/Meagher decision, Gambotto went back to the Court of Appeal and a final decision was reached by Mchugh J:
Mchugh determined that the business objective was proper since it enabled the company to save $4 million dollars in taxes. Mchugh held that the concept of fairness had two basic aspects; fair dealing and fair price. In fair dealing one of the requirements is that full disclosure be made especially in regards to the purpose of and reasons for expropriation. He held that the majority had failed to prove that the expropriation was not oppressive as it had failed to make full disclosure of all material matters which might effect a members vote on the proposed modifications, and as such had dealt unfairly with minority shareholders. (Whincop 13)
Conclusion
Before AgChem can expropriate the minority shareholders shares, it will be required to:
(a) have a meeting with all shareholders to disclose all materials as to why an expropriation
must take place
(b) the minority holders must be given a fair price and fair treatment
If AgChem does the two items above (a&b) it will not violate the Gambotto Principles. Read More
Cite this document
  • APA
  • MLA
  • CHICAGO
(“Company law - gambotto pinciples Essay Example | Topics and Well Written Essays - 500 words”, n.d.)
Company law - gambotto pinciples Essay Example | Topics and Well Written Essays - 500 words. Retrieved from https://studentshare.org/miscellaneous/1500702-company-law-gambotto-pinciples
(Company Law - Gambotto Pinciples Essay Example | Topics and Well Written Essays - 500 Words)
Company Law - Gambotto Pinciples Essay Example | Topics and Well Written Essays - 500 Words. https://studentshare.org/miscellaneous/1500702-company-law-gambotto-pinciples.
“Company Law - Gambotto Pinciples Essay Example | Topics and Well Written Essays - 500 Words”, n.d. https://studentshare.org/miscellaneous/1500702-company-law-gambotto-pinciples.
  • Cited: 0 times
Comments (0)
Click to create a comment or rate a document

CHECK THESE SAMPLES OF Company law - gambotto pinciples

COMPANY LAW

...?Problematic effectiveness of insider dealing sanctions and harmonization according to latest EU developments Introduction Insider trading is a controversial aspect of securities regulation among the economic and law fraternity in the European Union. Insider trading is the trade in stock or other market securities by individuals with access to material non-public information of the security thus leading to market inefficiency in price determination. One category of the scholars assert that corporations should be allowed to implement their own insider trading policies while the other suggests that property rights to inside information should be granted and not subjected to contractual reassignment1. The deregulatory claims are premised...
6 Pages(1500 words)Essay

Company Law

...? Company Law The nature of directorship is fundamental to company law. In practice, companies manifest diverse categories of director detailing executive directors, as well as non-executive directors. Overall, the possibility of manifestation of conflict of interest between a director’s fiduciary and persona capacities is rife within a majority of the organizations. The law outlines that directors cannot receive any benefit from their position, unless they obtain an express legal authority from the board to do so. The Companies Act outlines that a director of a company must to circumvent situations in which the director possess, or can manifest an express or indirect interest that diverges of may clash with the interests of the company...
8 Pages(2000 words)Essay

Company Law

...? Company Law Essay April 18, 1843 words of School Introduction The United Kingdom’s approach to privacy law has always beenin contrast to other nations in Europe. In fact, there have been no significant laws to protect private information, despite various attempts by the UK parliament to introduce a general privacy law. Since 1961, bills on privacy have been introduced, but none of them succeeded in enacting a general law on privacy in the UK.1 According to the Great Britain Parliament, House of Commons, Culture, Media and Sport Committee, under the law of England, private information was only protected through alternative legal solutions, since such law only got to be enacted in 2000.2 In 2000, individuals' rights to privacy and family...
7 Pages(1750 words)Essay

Pinciples of Assesment

The idea here is to ensure the complete transfer of knowledge to the learner and the purpose of assessment is to deduce the level of success that has been achieved in this transfer of facts, for e.g. a history teacher tested students on the topic of American Revolution in order to find the amount of information grasped by the students on the subject, an obvious affect of this assessment would be a feedback and a possible repetition of the lecture for students who scored poorly on the test. It leaves no ambiguity in the fact that The Victorian standards aim at helping out the appraisee rather than the appraiser.
In comparison to this the Griffin & Gills principles of assessment aim to measure the collective affect on a group i...
6 Pages(1500 words)Essay

Company Law: Company Law Reform Bill

...___________ ____________ ____February 2007 Company Law: Company Law Reform Bill The Companies Bill (earlier popular as the CompanyLaw Reform Bill) is a major step towards extensive reform of UK company law. The government considers that these principles while long established lack certainty and are not easily accessible. Very often, directors have to take advice in these areas so as to ensure that they do not inadvertently breach any duty enshrined in the case law. The government therefore believes that codification of directors' duties will make the law in these areas more consistent, certain and accessible. Companies Act 2006 ('the Act'), which received Royal Assent on the 8th November 2006, codifies directors' duties including the long...
10 Pages(2500 words)Essay

Company Law - English law

...(a) It was established in Salomon v A Salomon & Co [1897 that 'The company is at law a different person altogether from the subscribers. Nor aresubscribers as members liable, in any shape or form, except to the extent and in the manner provided by the [Companies] Act.'2 It is a general principle of English law that it is not possible in the absence of agency, a trust relationship or wrongful trading to hold one person liable for the debts of another.3 However, like most common law principles and judicial interpretations it is a rebuttable presumption which must give way to a statement to the contrary 'in clear and unequivocal language'4 by Parliament. Under its equitable discretion the court may disregard the apparent form of limited...
10 Pages(2500 words)Case Study

Company Law, Business Law

...May 23, 2006 Academia Research Topic: Exam questions for Business Law (Company Law Adam owns 11% of the shares in a medium-sized company, andthat company owns a chain of fast food outlets around Wales. Apparently, the board of directors has decided to implement two recent special resolutions to alter the articles of association. Additionally, Adam is uncomfortable with the decision of the board of directors because the board of directors no longer needs to obtain the approval of the shareholders for certain high-value transactions. Mostly, the majority rule usually prevails when voting over certain issues pertaining to the company; however, there can be an exception if a shareholder believes that there has been a "fraud on the minority...
3 Pages(750 words)Essay

Company Law

...Introduction The Companies Bill, also known as the Company Law Reform Bill was vali d by Royal Assent on November of this year. Consisting of over One Thousand sections the Companies Act 2006 will be the largest single piece of legislation in the annals of the English Legal System. Containing comprehensive provisions for the regulations of companies, the Companies Bill 2006 not only replaces, but restated by and large, the pre-existing Companies Acts of 1985, 1989 and 2004. Among the many changes afoot as a result of the Companies Bill 2006, directors’ duties have been modified by Sections 171-188 of the 2006 Bill. 1 Alistair Darling, Secretary of State of the Department of Trade and Industry said that while most of the provisions...
10 Pages(2500 words)Essay

Company law

...Task Partner [make up a law firm [make up an address] 16th April Ahmed Mustapha 56 Frenchie Road, London SE29 4ER Dear Sir, Form of Business Organisation for an Estate Agency Business and the effect on the Concept of Limited Liability We write to you in response to your query on the above matter. In deciding which type of business organisation to choose for your intended Estate Agency business (the “Business”), there are a number of factors to be considered. The two main options available to you are that of a Partnership and a Private Company limited by shares. Each of these options will be discussed hereinafter. A Partnership is where two or more persons come together to do a business. Each partner will put in assets to be used...
18 Pages(4500 words)Essay

Business Law (company law)

... liability company business structure has generally less precedent in terms of case laws. This is due to the fact that it is a relatively newer structure. Form of Limited Liability Company I would advise them to form a partnership form of limited liability Company for the reason that there are three members involved. Thereafter, is would be advisable for them to file Form 8832 which would get the elected as a corporation. Naming of the limited liability company They could definitely retain their current business name if they so desire provided certain rules are observed. The rules that govern the naming of a limited liability company are simple. Their business name should be different from all others in the industry. In other words...
8 Pages(2000 words)Essay

The Company Targets Customers

As a principle, HP doesn’t reveal non-public product details, financial information, marketing, R &D, manufacturing, and Personnel Data. We will work on whatever information the company discloses and is available in the common domain of knowledge to assess our strengths, marketing mix, current strategies, current events, and global information and discuss how they can be more streamlined in. In today’s world, no amount of market strategizing is enough, no amount of competitor’s latest strategies and innovation and we have always to remain in an ever-evolving role.
We have chosen our Personal Computer as the product of our current study. Just for sake of recall, we make mention of current product segmenta...
8 Pages(2000 words)Case Study

Company Strategy to the Public Sector

The definition of corporate strategies emphasizes the need for the organization to satisfy the needs of all the stakeholders if the organization is to achieve its overall objective of maximizing shareholder value. Stakeholders include employees, customers and the communities in which the organization operates. Employees, customers, and communities, therefore, have a significant impact on the success of the organization and thus on the corporate strategy of the organization. In formulating corporate strategy, organizations need to identify and priorities strategic issues, which involve scanning, selecting, interpreting and validating information. (Schneider, 1989).
The aim of this paper is to explain the strategy of an organiz...
7 Pages(1750 words)Assignment

Organization and Functions of Federal Law Enforcement Agencies

Threats may either appear in the form of terrorism or from other intelligence groups or from the espionage. It may arise within the country, against the existing government or social systems. Though most of the federal law enforcement groups are investigative groups, they are not only focused on investigations but stand for the people. One can see that the importance of the federal agencies is growing day by day because the threats from militants and others have considerably increased. Such kinds of federal law enforcement agencies include Federal Air Marshalls, Secret Service, FBI, Untouchables, C.I.A and Federal Corrections etc. The organization and functions of these agencies vary in different fields and can be cited in the fol...
7 Pages(1750 words)Case Study

Contract Law

This expression of willingness can assume several forms, such as a facsimile, letter, electronic mail or a telephonic message. The intention is an objective consideration and in the case of Smith v, Hughes 4 relevant consideration was deemed to be the manner in which a reasonable person would view intention. Furthermore, the law distinguishes between an offer and an invitation to treat. The latter is not an offer but merely an indication of willingness to negotiate a contract.

An instance of this is provided by the case of Gibson v Manchester City Council5. In this case, the phrase may be prepared to sell was held to constitute an invitation to treat and not an offer. Indeed, the Gibson decision challenged the tradition...
6 Pages(1500 words)Case Study

Constitutional and Administrative Law

When examining the decision of previous court comments that are made obiter dicta will not be part of the precedent since often obiter dicta comments are speculative remarks on how the judge might have acted if the facts had been different.

Binding precedents come from earlier case law and, as suggested in the wording, must be followed even if the judge in the present case does not agree with the legal reasoning of the judge in the earlier case. In order for a precedent to be binding the facts of the present case to have to be sufficiently similar to the earlier case. Decisions given in a lower court to the one in which the present case is being heard will not be binding. For a decision to set a precedent it must have b...
8 Pages(2000 words)Assignment

The Law on Physical Punishment of Children Fails to give Sufficient Respect to Childrens Rights

Under the English criminal law, several past and current legislations were made in order to protect the children from corporal punishment or becoming a victim of physical abuse. Despite our effort to prevent parents from using physical force in disciplining their children, the British Government remains unconvinced that the law which protects the children from physical punishment is sufficient (Keating, 2008). Physical punishment such as ‘smacking’, ‘slapping’, ‘kicking’, or ‘spanking’ is referring to the act of causing a degree of pain or discomfort to the child. (Niland, 2009, p. 6) With regard to the legal issues behind child protection against physical abuse, this study aims to d...
6 Pages(1500 words)Coursework

International Law: Child Soldiers

Using children to fight wars is not only morally abhorrent but very bad very the physical and mental health of the children in question. That is in part why a series of international laws and treaties have come into effect to try to deal with this scourge. But the issue is more complicated than that. While child soldiers are victims of war crimes, they too can also perpetrate serious breaches of the law of armed conflict. Under normal circumstances, individuals who commit such acts, be they combatants or not,2 would be vulnerable to prosecution. However, because children in such situations are victims as well as perpetrators and because of the special protections afforded to children under international law, many have questioned w...
8 Pages(2000 words)Case Study

The Law and the Media

New and complex issues have arisen which demanded fresh understanding and handling of cases involved them. This has resulted in the enhanced development of specialized laws e.g. cyber laws and interpretation of those laws. The same is true with Media Laws. Media has developed much in the last half-century. As it evolved as a profession and more people started to join it, there arose the levels of money involved in it. With this grew the contractual obligations on the parts of parties and concerned laws e.g. patent laws, privacy laws, and copyrights laws, etc. also started to play their parts. With these issues, the role of law in the media industry also reached a new height.
Mathew Fisher, the appellant, joined a band with Mr...
6 Pages(1500 words)Assignment

Law of Contract

For instance, in Partridge v Crittenden, it was held that an advertisement is tantamount to an invitation to treat (Partridge v Crittenden, 1968). However, there are exceptions, where an advertisement is considered to be an offer. An example is provided by the Carbolic Smoke Ball case. In this case, the defendant’s contention that its newspaper advertisement was not an offer was rejected by the court; as the plaintiff had complied with the terms of the offer (Carlill v Carbolic Smoke Ball Co, 1892).

Thus, the advertisement placed by Adams in the local newspaper is an invitation to treat and not an offer, as per the case law discussed above. It is to be determined, whether Adam had formed legally binding contracts...
6 Pages(1500 words)Case Study

Business Sustainability and Society: Coca-Cola Company

For centuries, ethics has been a crucial and significant component of human societies that contributed enormously to the creation of norms and values through religious influences, as well as through the contribution of intellectuals and philosophers in society. Unfortunately, nowadays, it is an observation that individuals, organizations, and even nations have commenced overlooking the phenomenon of ethics in their practices, specifically in the business sector that has become the major stakeholder confronting criticisms related to ethical practices. Critics (Crane, pp. 23-29, 2007) argue that business ethics has now become a component limited to theoretical policies and frameworks of business organizations, and such principles an...
10 Pages(2500 words)Case Study
sponsored ads
We use cookies to create the best experience for you. Keep on browsing if you are OK with that, or find out how to manage cookies.

Let us find you another Essay on topic Company law - gambotto pinciples for FREE!

Contact Us