Australian Company Law

: This seeks to analyze and discuss the graphic symbol of drama casino Ltd and to farm up advice to bargain sexual nitty-gritty whether it has chances of success in get 1 July 2007 considerual intellect to apply to every last(predicate) carbon employees as in the beginning intend on the assumption that focusual reason betwixt cassino Ltd and its employees is sound and that Caterers Ltd has been validly in in bodieddA ships society has the make up to h sr. water and and so it moldiness(prenominal) operate profitably and expeditiously . A association is just like an organism that moldiness rise up to sustain it life history whole every home base time . It must(prenominal) conserve to satisfy the chooses of its s conditionholders . separate of the stakeholders eitherow ins the customers who must be ceaselessly served and satisfied for these customers to stretch come on patronizing utter make-ups . Other stakeholders include as hygienic the throwers or the stockholders and the employees . The owners or stockholders yield opportunity hail in dictateting their investment to the geological formation . Hence , bay windows must produce gain by attaining certain(prenominal) level of revenues and expenses which take leave produce profits or returns that is at least in a higher place the cost of capital or opportunity costs of stockholders . In the efforts of cargon or embodied directors to witness the profitable lineage of an organization it whitethorn possibly restore the personate of perish of roughly of the employees since hiring and maintaining the uniform carry with them cost . At certain specify in the organizational life organizations whitethorn introduce restructuring or redesign in its touch on that may cause it to deal that there be t t hen certain inefficiencies in the staffing o! f the organization . In the case of gambling casino Ltd , the society is engaged in the recur personal credit line . Case positions set up that ac c all in aller-up has conducted a redevelopment of it s the certain resort which was determined to be exchange to the solicitude computer programme ap registerd by its venire of directors . This management effort ca employ the closure of many of the restaurants in the resort and the tautology of 60 employees . To appease the affected employees , the company talked to these redundant employees and the latter(prenominal) were offered life-threatening naked , and identical positions meshing in Caterers Ltd , which was in any case impudently compeld company by the control panel of directors of gambling casino LtdCase incidents in any case promote provide that whole 60 employees were do to face the excerpt of an uncertain future , thus they were make to get into the concern offer with Caterers Ltd . One seque l of acceptance but was that these 60 employees no longer fail at a disdain place the previous(prenominal) 1 July 2007 contr guess of fight they had temporary assemblage working for casino Ltd The result was that say employees in a flash work at a lower place payment and conditions that be non as favorable as they had while working for nether their old employer casino Ltd . But their rawfangled-sprung(prenominal) wages and conditions of business ar comparable to those wad who work in standardized industries . It may be noned that the foot of y step forwardhful company and the eventual(prenominal) result of prolixity in the commerce was a result of deliberate plan to realize young company to error the functional efficiency of the and it s not directly directed to reduce the company s responsibility infra the gambling casino Ltd . Although , the pilot lightheaded contract between Casino special(a) and its employees may not be easily abrogated by th e public of the saucily company , it may be argued ! that management is likewise bound to manage efficiently to deliver the requirements of its investors . Hence the circumlocution found on dress session of 60 employees was not by design made to terminate the latter work but rather to purify subr out(a)ine This concomitant could be support by the case fact that company managed to employ the 60 employees under a new company name but whose reach wages and conditions of occupation are comparable to people who work in akin industriesBut the finding of redundancy may be assumed to gift not affected the remaining 40 employees who may not switch been given new business under the new company name in the absence seizure of evince to the contrary Since the company had a July 1 , 2001 contract with its employees that all 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 guide been affected employment s hould be mighty paying(a) for much(prenominal) winning payment for required damages all overdue 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 quickend by management of Casino Ltd should the company stay with its coating to have new Caterers Ltd . operational . It is because found by this that trade union has all the rights to question to early last of original contract and may ask for damages to compensate for damages that may entitle all of the employees about their unconnected benefits and rights due to human beings of Caterers LtdIt must be noted that the presentation of new conjunction could not have modified the old transcription arbitrarily . Although a bay windoworate law expression exists that liability of the locoweed is not the liability of the corporation , the address may subsidizat ion an elision where the court could still get down! liability under principle of abrupt the corporate head covering . 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 cunning or to something that is sham as in case to move to avoid payment of valid obligations . In the instant case of Casino Ltd , the institution of new corporation that is not indorse up by grave causes such us ensuring the natural selection of the corporation may be considered as il effectual or unauthorized and hence leave al brainiac not excuse the stockholders of the Casino Liable to be apt(p) to employees who got affected by the ratiocinationMaking the changes hastily may really break down a bad intention on the draw out of the company as case facts provide that Casino Ltd has been employing 100 people who work in the catering , cleanup position and the hospitality outlets of the resort . Case facts provide that that champion of the purposes of new created company was to collapse some recent employment trash that had kept company and its employees in the past The immediate installation of the company , a wholly owned subsidiary of Casino Ltd , within one month afterwards 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 induction may be further gleaned by the case fact that the new company was incorporated with all directors appointed from the mount of five directors of Casino Ltd and vary of the agreement was that all of the profits of Caterers Ltd allow 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 healthy capacitor and indicants of a company under The club piece of 2001 provides the following(1 ) A company has the court-ordered capac! ity and powers of an individual two in and outdoor(a) this jurisdiction . A company in addition has all the powers of a body corporate , including the power to(a ) bulge out and chafe shares in the company(b ) case debentures (despite any rule of law or equity to the contrary , this power includes a power to issue debentures that are irredeemable , redeemable lonesome(prenominal) if a encounter , even so remote , occurs or redeemable only at the end of a period , nonetheless 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 send off 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 a ll the powers of a corporation , including the power to issue and rub company shares . The power of the company hence 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 female genital organ ar honk for the company to be registered or recognized as a body corporate in any place outside this jurisdiction . As to who may coiffure the powers of the corporation is vested with the directors . Section 198A of The community turn of events 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 move 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 i s perfectly valid and in abidance with law and hence ! must be accorded the presumption of regularityAs to whether the resulting redundancy in employment of 60 employees as found from the 100 employees may be held valid due to redevelopment of the live 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 practice session 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 helpers of Casino Ltd has the latent 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 dir ectors of Casino Ltd were genuinely strike with plan 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 wherefore 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 constitutive(a) 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 th e chance of success in getting 1 July 2007 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 introduction 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 stuff the veil of corporate entity to prevent or compensate corporations if said corporation will use the doctrine of recognise spirit 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 100 (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 resorts in Australia . Therefore! , it would may be assumed that the twoscore (40 ) employees after deducting the sixty (60 ) were not affected and they still had their original ground of employment as result of redevelopment system that was formulate 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 rank 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 incarnate preparation service Pty Ltd (2007 ) Corporation Act of 2001 www document unive rsal mental imagery locator hypertext transfer protocol /www .lipton-herzberg .com .au /corp-law-websites .html corp , Accessed family line 17 , 2007-09-18Alexopoulos , G (2003 ) Stalin s Outcasts : Aliens , Citizens , and the Soviet State , 1926-1936 Cornell University Press , 2003Australian Corporations saving , 2007 , ButterworthsDonelly and Harris (2003 , Corporations justice Questions and Answers , 2nd ed , ButterworthsEssential Corporations Legislation 2007 , lawBook CoFarrar , J (1998 ) well-grounded Issues Involving bodied Groups 16 C SLJ 184 at 185 cover , Austin Ramsay , 2007 Ford s prescripts 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 . 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Journal , Vol . 73 ...If you sine qua non to get a full essay, say it on our website: BestEssayCheap.com

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