Case Study Asic Vs Adler

Read the David Miller case from Chapter 5. After reading the case, describe a reason why someone who has been entrusted with the firm’s assets would commit a fraudulent act against the company. Based upon your understanding of the case and your professional and personal experience, recommend a series of actions that should have been taken in order to pre

Firstly, the role of a director is important because they have to make sure they have someone that can manage all aspects of the company and they can make sure

In order to prove the breach of section 184, the following rules and duties must have been violated. A director commits an offence if they are reckless or intentionally dishonest, and fail to exercise their powers and discharge their duties in good faith in the best interests of the corporation or for a proper purpose .As mentioned earlier Mr Palmer was reckless in decision making by waving loans and using the company assets for private benefits and the company suffered had to go in voluntary administration. The second offence that needs to the violation of section 184 is that when a director commits an offence if they use their position with intentional dishonesty or recklessly in order to directly or indirectly gain an advantage for themselves, or someone else, or cause detriment to the corporation. Mr Palmer acted as a shadow director and his nephew agreed with all the decisions the corporation made such as political donations and transferring funds to another firms owned by Mr Palmer that caused detriment to Queensland Nickel. The third offence is a person who obtains information because they are, or have been, a director of a corporation commits an offence if they use the information with intentional dishonesty or recklessly. As

Section 180 says that a person must perform his duties with care and diligence that a director of a company in same position and situation would perform. In this case, the board member negligently made a financial report and was shown profit instead of loss. Harvey one of the directors could not show the errors in the board while James who is also a non-executive director did not ask any questions regarding the

Ms. Haar authorized and received excessive salary and benefits without the Board of Director’s knowledge;

In many misfeasance cases against directors, those breaches maybe relatively uncontroversial. This draws into focus the question of whether the director has any common law or statutory defence, including the Duomatic principle and ratification by shareholders (CA 2006 S.239), available to a claim against him for restitution to the company. S.239(6)(a) preserves the Duomatic rule that if an informal unanimous consent is reached among voting shareholders, it is unnecessary to pass such ratification resolution through general meeting or written resolution. The first part will examine the scope and requirements of this rule to illustrate the validity of such assent. S.239(7) leaves the door open for rules of law, which refers to common law principles, to continue guiding ratification. It will be assessed how these rules impose limitations on the general ratification power conferred by s.239.

According to UK Law, the directors should act in good faith in the interest of the company, and exercise care and skill in carrying out their duties. The Company Law Reform Bill (2005) defines, in section 154-161, the directors’ duties as follows:

2. Are the roles of the chairperson and chief executive officer (CEO) exercised by different individuals? This clear division of responsibility would help to counterbalance the power and influence of the CEO in the decision making of the company’s directors. Furthermore, this would enhance the supporting role that may be assumed by the chairman in being the CEO’s confidante.

Directors usually have the responsibility of administration, programming, advertising or marketing, fundraising, and backstage jobs behind the curtains. Their

First of all, the role of a Director is important since they need to ensure they have somebody that can deal with any aspects of the business and they can ensure that they can deal with every one

Although each member has specific role, they all are strategically aligned. The CEO role is to manage the entire company. With this function, the CEO is much involved in succession planning for the company. The board of director’s role is assist with any decision making for the company. Mlot and Sorensen (2013) mentions that five board members provide practical advice to HR organizations regarding succession planning. Human resource role is recruiting and developing talent. With this function, human resource plays a critical role in selecting and developing talent for succession

Throughout the case, it can be analyzed and expected to say that Deloitte & Touche have committed a breach to its fiduciary duty to Vertical Pharmaceutical at the end. Vertical Pharmaceuticals Inc., realized a huge loss as a result by Deloitte & Touche. Therefore, this shows that Deloitte & Touche did indeed breach their fiduciary duties. All the falsified reports and malpractices that were said to be revealed by Deloitte & Touche would be said to not be real by the forensic audit that was conducted. At the end, the court can rule that Deloitte & Touche did indeed breach their fiduciary duty to Vertical Pharmaceuticals.

Daniel’s conduct as a director of Berle Saving & Loan Association was not ethical. The problem stems from his background as being both a director for one company while being a business partner of Josh and Brad. This causes a conflict because there is an interlocking directorate. Daniel is in a high position in Berle where he is able to influence decisions made towards his own interests. Since he is a business partner of Josh, he overstepped his boundaries to help Josh and Brad. With this intention, he personally arranged for a $900,000 credit line from Berle to Josh. No one probably questioned Daniel’s actions since he is a director of the board. He is allowed to do as he pleases. However, Josh and Brad failed to pay this loan and the federal

As a result of not having a positive tone Adler comes across ineffective in his effort to obtain more people to do volunteer work. One implication of author Michael Adler’s treatment of volunteer work is that we need to “mandate that young people commit a minimum and certain amount of time to community service”. Although Michael Adler does not say do directly, he apparently assumes that forced volunteer work would prepare America better and in result be more connected. While he goes on with his argument he sounds ignorant and less effective when he talks about volunteering as a mandatory which are 2 complete opposites. Adler states “Adding groups like PETA or Save Darfur as a “friend” on MySpace does not replace giving your “real world” time

S.183 states, “a Director of a corporation must not improperly use the information to gain an advantage for themselves or someone else” (slides). In this case of Vidler, the courts found there was a breach of s.183 as Vidler had used company information gained as a director to invest in shares to make profit for himself. Similar but different to this case, Patricia has breached s.183 of the CA as she has improperly used company information to gain advantage for someone else through advising her sister to buy shares in order to make a profit.