Posted: September 13th, 2017

CORPORATIONS LAW

CORPORATIONS LAW

Order Description

You should refer to the prescribed textbook, other Australian textbooks, and relevant Acts and cases in your answer.

Maximum word length is 2000 words.

INDIVIDUAL RESEARCH ASSIGNMENT
Assessment Value: 20%
Instructions:
1. You must submit your assignment in accordance with Holmes Institute’s policy
on submission of assessments.
2. Maximum marks available: 20 marks.
3. This assignment consists of two questions, each worth 10 marks.
4. You should refer to the prescribed textbook, other Australian textbooks, and
relevant Acts and cases in your answer.
5. You should have a cover sheet, footnotes, and multiple Australian references in
your answer.
6. Maximum word length is 2000 words.
7. This paper is due in week 9.
Question 1
DEF Ltd was incorporated on January 2011 and was floated on the ASX in March
2011, having raised $20 million from investors. The company is primarily involved
in mining and exploration activities in the Pilbara region of Western Australia.
DEF Ltd have four directors: Apollo, Rocky, Drago and Clubber. Both Apollo and
Rocky are executive directors. Rocky is the company’s chief executive officer.
Clubber is the company’s chair. Drago is the company’s chief financial officer.
The company began exploration activities in July 2011. After drilling a number of
sites, a geological survey was commissioned and the results from the mine wells
were tested. The results from the survey reveal that the mining site has low levels
of gold deposits and is considered to be uncommercial. The company has
already spent $5 million. At a recent meeting, the board considers whether to
abandon its mining activities and return the company’s remaining capital back to
its shareholders. Both Apollo and Rocky are eternal optimists and never know
when to quit. They both argue that the company is on the verge of a major
discovery and should continue with its exploration activities. Clubber and Drago
are less optimistic and suggest that the company’s remaining capital should be
returned back to investors. To avoid another heated confrontation, they agree
with Rocky and Apollo that the company should continue with its drilling
program. At the completion of the drilling activities in 2012, all of the company’s
capital has been exhausted and there have been no major discoveries.
(a) Have Apollo and Rocky breached their directors’ duties?
(b) Do Apollo and Rocky have an arguable defence?
(c) Has Clubber, as the company’s chair, breached any duties?
(d) Advise whether Drago, as the company’s chief financial officer, breached any
duties.
Question 2
Citrus Ltd, a gold mining company listed on the ASX, is currently the subject of a
hostile takeover from Anglo Brit Ltd. Prior to Anglo Brit’s announcement, the
market capitalisation of Citrus Ltd is currently $100 million and its pre-takeover
share price is $1.00. Anglo Brit has offered $1.20 per share for Citrus,
representing a 20% premium. The directors of Citrus Ltd devise an ingenious plan
to defeat the takeover. The board manages to convince one of its directors,
Mr Lang, to be provided with an interest-free loan worth $20 million. The loan was
for the purpose of purchasing shares in Citrus Ltd in order to push up the
company’s share price. This will mean that Anglo Brit will have to offer more to
the Citrus shareholders if they are to successfully take over the company.
(a)
Have the directors of Citrus Ltd breached their directors’ duties (in
particular duty to act for good faith in the best interests of the company
and for a proper purpose) in relation to the loan that has been advanced
to Lang?
(b)
Can Anglo Brit Ltd take legal action against Citrus Ltd in relation to the
latter’s conduct and tactics concerning the hostile takeover?