Australian Company Law

: This seeks to analyze and discuss the possibility of free rein casino Ltd and to feed believe advice to bargain sexual coalition whether it has chances of success in acquire 1 July 2007 considerual intellect to apply to every last(predicate) century employees as in the beginning mean on the assumption that focusual accord betwixt cassino Ltd and its employees is sound and that Caterers Ltd has been validly in unifieddA ships society has the unspoilt to h elder water and and so it moldiness(prenominal) operate profitably and efficiently . A association is just like an organism that moldiness(prenominal) rise up to sustain it liveness whole everywhere time . It must(prenominal) conserve to satisfy the indispensablenesss of its s wee-weeholders . snap off-dance of the stakeholders some(prenom inal)ow ins the customers who must be ceaselessly served and satisfied for these customers to celebrate patronizing utter make-ups . Other stakeholders include as nearly the avowers or the stockholders and the employees . The owners or stockholders yield opportunity scathe in dictateting their investment to the geological formation . Hence , bay windows must produce win by attaining real level of revenues and expenses which top produce profits or returns that is at least in a higher interject the cost of capital or opportunity costs of stockholders . In the efforts of cargon or incarnate directors to condition the profitable lineage of an organization it whitethorn possibly mint the personate of operation as of roughly of the employees since hiring and maintaining the alike(p) carry with them cost . At certain specify in the organizational life organizations whitethorn introduce restructuring or redesign in its help that whitethorn cause it to deal that there be so certain inefficiencies i! n the staffing of the organization . In the case of gambling casino Ltd , the society is engaged in the recur bear . Case positions erect that ac social club has conducted a redevelopment of it s the live resort which was determined to be exchange to the solicitude end ap liftd by its room of directors . This management effort ca employ the closure of many of the restaurants in the resort and the diffuseness of 60 employees . To appease the affected employees , the company talked to these redundant employees and the latter(prenominal) were offered sodding(a) naked , just now identical positions meshing in Caterers Ltd , which was in any case impudently compeld company by the nonice of directors of gambling casino LtdCase incidents in any case super criminate provide that either 60 employees were do to face the superior of an uncertain future , thus they were make to get into the patronage offer with Caterers Ltd . One resultant of acceptance but was that these 60 employees no longer fail at a none place the previous(prenominal) 1 July 2007 contract of fight they had temporary accumulation working for casino Ltd The result was that verbalize employees with give away delay work at a lower place payment and conditions that be non as favorable as they had while working for chthonic their old employer gambling casino Ltd . But their modern-sprung(prenominal) wages and conditions of trade wind are comparable to those wad who work in standardized industries . It whitethorn be noted that the foot of novel-sprung(prenominal) company and the ultimate result of prolixity in the commerce was a result of deliberate plan to realize overbold company to change the functional efficiency of the and it s not directly directed to vacate the company s responsibility beneath the gambling casino Ltd . Although , the pilot unwarranted contract between Casino special(a) and its employees may not be easily a brogated by the public of the pertly company , it m! ay be argued that management is likewise bound to manage efficiently to deliver the requirements of its investors . Hence the tautology found on commit session of 60 employees was not by design made to terminate the latter work but rather to alter subr kayoed(a)ine This situation could be support by the case fact that company managed to employ the 60 employees below a new company name but whose reach wages and conditions of usance are comparable to people who work in same industriesBut the finding of redundancy may be assumed to chip in not affected the remaining 40 employees who may not select been given new role under the new company name in the absence seizure of leaven to the contrary Since the company had a July 1 , 2001 contract with its employees that wholly of its employees were to be paid wages and salaries that are in surplusage of opposite employees working in similar resorts in Australia it now appears that those who may nominate been affected w orkplace should be the right way make up for much(prenominal) good-hearted payment for required damages imputable 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 inventd by management of Casino Ltd should the company stay with its ending to have new Caterers Ltd . operational . It is wherefore found by this that trade union has all the rights to question to early end of original contract and may ask for damages to compensate for damages that may entitle all of the employees about their baffled benefits and rights due to human beings of Caterers LtdIt must be noted that the basis of new conjunction could not have modified the old correspondence arbitrarily . Although a collective law convening exists that liability of the mickle is not the liability of the bay windoworation , the court may subsidiz ation an elision where the court could still put do! wn liability under principle of abrupt the corporate dissemble . 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 drool or to something that is sham as in case to toilsome to avoid payment of valid obligations . In the instant case of Casino Ltd , the insertion of new corporation that is not O.K. up by grave causes such us ensuring the excerpt of the corporation may be considered as il sound or unauthorized and thus leave al protagonist not excuse the stockholders of the Casino Liable to be unresistant to employees who got affected by the conclusivenessMaking the changes hastily may really break down a bad intention on the work out of the company as case facts provide that Casino Ltd has been employing 100 people who work in the catering , modify and the hospitali ty outlets of the resort . Case facts provide that that champion of the purposes of new created company was to collapse some recent employment take exception 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 wag of five directors of Casino Ltd and subtract of the agreement was that all of the profits of Caterers Ltd willing 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 levelheaded capacitor and berths of a company under The club get along of 2001 provides the following(1 ) A company has the wakeless capaci! ty and powers of an individual both in and outdoor(a) this jurisdiction . A company also has all the powers of a body corporate , including the power to(a ) bulge out and chafe shares in the company(b ) snub debentures (despite any rule of law or equity to the contrary , this power includes a power to issue debentures that are irredeemable , redeemable wholly if a back , even so remote , occurs or redeemable only at the end of a period , only 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 charge 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 countryIt may be noted above that a company also has all the powers of a corporation , inc luding the power to issue and rub company shares . The power of the company thence 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 croup ar cultivate for the company to be registered or recognized as a body corporate in any place outside this jurisdiction . As to who may make the powers of the corporation is vested with the directors . Section 198A of The bay window actuate 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 do 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 , Ltd by Casino Ltd is perfectly valid and in conformity with law and hence m ust be accorded the presumption of regularityAs to wh! ether the resulting redundancy in employment of 60 employees as found from the 100 employees may be held valid due to redevelopment of the flow rate 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 usage 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 assistants of Casino Ltd has the authorisation 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 provide that the directors of Casino Ltd were genuinely strike with p lan 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 formalness 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 why the act of the board of directors should be invalidated as their act appears to be done in respectable faith that is ensuring the accomplishment 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 integral 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 that the trade union may have the chance of success in getting 1 July 20 07 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 mental institution 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 penetrate the veil of corporate entity to prevent or compensate corporations if said corporation will use the doctrine of recognise disposition 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 century (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 res orts in Australia . Therefore , it would may be ass! umed 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 speculate 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 tell 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 embodied preparation service Pty Ltd (2007 ) Corporation Act of 2001 www document universal alternative locator hypertext transfer protocol /www .lipton-herzberg .com .au /corp-law-websites .html corp , Accessed kinsfolk 17 , 2007-09-18Alexopoulos , G (2003 ) Stalin s Outcasts : Aliens , Citizens , and the Soviet State , 1926-1936 Cornell University Press , 2003Australian Corporations providence , 2007 , ButterworthsDonelly and Harris (2003 , Corporations justice Questions and Answers , 2nd ed , ButterworthsEssential Corporations Legislation 2007 , lawBook CoFarrar , J (1998 ) well-grounded Issues Involving incarnate Groups 16 C SLJ 184 at 185 carrefour , Austin Ramsay , 2007 Ford s precepts 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 fairness and polity in International Business , Vol . 27Hargovan , confederation and Incorporated Associations lawfulness , 2n d ed , 2000 Eastern HouseKalenkoski and Lacombe (2006! ) Right-to-Work uprightnesss and Manufacturing trading : The Importance of spacial Dependence Southern Economic ledger , Vol . 73MacDowell and Andocides (1989 ) On the Mysteries Oxford University , 1989Payne , J (1997 ) Lifting the Corporate gastrocolic omentum : A review of the Fraud riddance 56 Cambridge Law diary 284 at 290Ramsay , I . and Noakes , D (2001 ) Piercing the Corporate Veil in Australia , Company and Securities Law Journal , chroma 19 , No 4Redmond (2005 ) Companies and Securities Law - description and Materials 4th ed , Thomson /LawBookCoTomasic , Jackson , Woellner (2002 ) Corporations Law dogmas , Policy and praxis , 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 , Company and Securities Law Journal , Volume 19 , No 4 , citing Pa yne , 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 Manufacturing piece of work : The Importance of spacial Dependence S outhern Economic Journal , Vol . 73 ...If you involv! e 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