Analysis Of The Proposals Put Forward By Uk Government ( Department For Business, Innovation & Skills )

Corporate governance in itself has no single definition but common principles which it should follow. For example in 1994 the most agreed term for corporate governance was “the process of supervision and control intended to ensure that the company’s management acts in accordance with the interest of shareholders” (Parkinson, 1994)1. Corporate governance code is not a direct set of rules but a self-regulated framework which businesses choose to follow. This code has continued to change in the past 20 years in accordance with what is happening in the business world. For example the Enron scandal caused reform in corporate governance with the Higgs Report which corrected the issues which were necessary. Although it does not quickly fix problems, it gives a better framework to

2 This is an OPEN book examination. You can only use your prescribed text book and the Corporations Act 2001. No other materials are allowed.

I will now be introducing the five Acts of Parliament of a business to protect

Learning Objective 1.2 ~ discuss the different types of companies which may be formed under the Corporations Act 2001

Up to now no specific world-wide common understanding or single definition for “corporate governance” has been established. More generally, corporate governance can thus be understood as the totality of all national and international regulations (e.g. Sarbanes-Oxley Act), rules, values and principles (e.g. UK’s “Code of best practices”) that apply to businesses and determine how they are steered and monitored.

In order for companies to be ready for the introduction of the new legislation they have to prepare. The UK’s Information Commissioner’s Office has produced a 12 step guide for

De Lacy J. The Reform of United Kingdom Company Law London: Cavendish Publishing Limited. 2003.

The problem to be investigated is the purpose and exactitude of the investor confidence act entitled the Sarbanes Oxley Act. This act was created in 2002, to increase public confidence in the accuracy and transparency of public companies financial reports. (Jennings, 2012) This assessment and regulation act was created for the reason that corporate governance within many companies such as Enron, Lehman Brothers and other companies failed to act responsibly in regard to the public trust and were recognized as ethics violators.

First of all, there is a threat to the shareholders because being the head of the company and holding the largest share may cause conspiracy to defraud and cheat; consequently, stealing corporate assets from the own corporation. Card (2014, p.785) might argue that Offenses for which corporations cannot be criminally liable were mentioned, when the offence cannot be committed by a corporation, such as, perjury, bigamy and sexual offences. On the contrary, in actual fact some Directors are driven by the target, not in the benefit for corporation and harm, prejudice the minority of shareholders (Pinto and Evans 2003, p.83). In addition to that, the dodging tax bereaves Government urgently necessary finance for execution public uses. Concealment the finance abroad to avoid tax has been amended by HMRC’s capability to fight offshore tax avoidance in the G20 and via its G8 Presidency to change the worldwide transparency of tax in the past two years. As part of these agreements with 94 nations, HMRC will obtain various data on UK tax citizens and foreign accounts, launching in 2016 (Haslett 2015, p.5). After revelations of Panama papers, corporations buying properties are expected to display the full advantageous ownership to control tax evasion in Britain (Wintour 2016). The final

a.) How can you change the name and convert the status of a company from a Private to a Public company?

It recommended that disqualification be available where a director was associated with a single failed company . ‘It is also called for the release of the government’s response to the Companies and Securities Advisory Committee’s 2000 Corporate Groups: Final Report, which had canvassed a wide range of measures for piercing the corporate veil on corporate groups’ . Other recommendations related to administrative developments to databases and the establishment of a hotline for the reporting of phoenix activity

The Doctrine of Separate Personality has been an important aspect in the Company Law for a long time. It had been discussed heavily in the Salomon v Salomon & CO (1987) which was the leading case for this matter (Dine and Koutsias, 2009, p.17). In fact, it may be the most well-known case in the company law. Company law is simply any laws that related to organizations and businesses in the UK. However, the one that established the doctrine of separate personality is not from Salomon case, it simply permitted its application to one-man and private companies (Kelly, Hammer and Hendy, p.356). Under the separate personality is said to be a ‘veil’ that separated between the owners and the business. This veil can actually be pierced whether under a companies legislation or common law. Thus, in this essay there will be discussions about the matter of separate personality and lifting the veil of incorporation with reference of the leading case Salomon v Salomon & CO and other cases that are related.

There is no clear framework of the rules that would cover the contingencies of a ruling to pierce the corporate veil Idoport Pty Ltd v National Australia Bank Ltd. The corporate Veil usually protects owners and shareholders from being held liable for corporate duties. Yet again a decision made by the court to lift that veil and would place the liability on shareholders, owners, administrators, executives and officers of the company without ownership interest. The purpose of this essay is to conduct an analysis on the concept of lifting the corporate veil and to review the different views on its fairness and equitability to present a better understanding of the notion, the methods used was throughout researching the numerous scholars views on the subject, case law and statutes examples, and the evidence provided by the empirical study of Ramsay & Noakes. When we discuss the lifting the corporate veil the first case that pops out is the case of Salomon V A. Salomon & Co Ltd, since the decisions of applying the corporate veil were first formed as a consequence of this case. The idea covers all of company law and distinguishes that a company is a separate legal entity from its members and directors. Furthermore, spencer (2012); have indicated that one of the core principles that followed the decision in Salomon v Salomon was the wide acceptance one man company’s. However In order to form a

The degree to which tax evasion and money laundering have been investigated in recent years, the validity of having such secrecy has been questioned again. In 2003 the European Union reached an agreement to phase out banking secrecy, but in fears that the clients will withdraw funds and deposit them in Switzerland, “the three member nations that have secrecy laws, Belgium, Luxemburg, and Austria, would be permitted to keep those laws so long as Switzerland does” (Meller & Langley, 2003). The EU countries, banks will be held to withholding a 15% tax on the earnings of account holders.

This act modified the methods for many different subjects, such as financial and non-financial reporting, company communications with shareholders, and the responsibilities of company heads. The main role of the Act is to get managers to act in the best interests of shareholders. It additionally requires managers to think about the long-term effects of decisions; the welfares of the business’s staff; the business’s connections alongside suppliers, clients, and others; and the impression of the company’s procedures on the surrounding area. The Company Law Review Group was established by the government in 1998 in order to contemplate ways to modernize company law. The Company Law Review guidelines were the starting point for the modifications suggested by the Company Law Reform White Paper released in 2005. Then the White Paper proposals turned into an outline for a Bill, which then finally received official approval and passed in 2006, (companieshouse.gov.uk, 2014).