Ownership of a Company

Ownership of a Company Introduction In this assignment, I will be discussing about the scenario and the legal areas in which someone members may have been in breach of. I will also be deliberating whether if Susan as a shareholder, may also have liability as a director within the company and if he has breached any of her statutory duties. Body [1]Under the Companies Act 2006, the duties and responsibilities of a company director(s) has been set out in this Act. Under sections 171-182 of the Act, it provides the possibility and nature of these, by listing a clearly what the fiduciary obligations of the directors are. The Act frameworks the statutory government for the duties of directors, that entails the seven principles that are a necessity obligation for directors. A Company Director(s) is a person or people whom are chosen to manage the companys affairs, activities and financial state, to guarantee that all legislative requirements of the company, is met. Director(s) must be sure to act legitimately and reliably, and make decisions that will profit not only the company, but the members within the company too. It is the duty of the Director(s) to make sure that the company triumphs by attaining its corporate purposes. Under sections 170-172 Companies Act 2006, company directors have an obligation to act by means of how far it can go. [2]In the case of Re Smith Fawcett Ltd [1942] 1 All ER 542, which is very significant under section 172 of the Companies Act 2006, which concerns the importance of the interests of the company. Article 10 states that company executives could decline to enlist share exchanges. Mr Fawcett, one of the two executives and shareholders, had passed on to Mr Smith who is another executive of the company, declined to enlist an exchange of shares to the late Mr Fawcetts agents. Also in the case of [3]Percival v Wright [1902] 2 Ch 401 it was held that the duty of care wasnt to the shareholders but to the company itself. Swinfen Eady J made the following statement, It was strenuously urged that, though incorporation affected the relations of the shareholders to the external world, the company thereby becoming a distinct entity, the position of the shareholders inter se was not a ffected, and was the same as that of partners or shareholders in an unincorporated company. I am unable to adopt that view [4]A large portion of the shares were purchased, and the other half offered to the initiators. This case was held by Lord Greene that without mala fides, this was appropriate. Privately owned businesses are much more analogous to partnership than to public companies. He made this statement, [5]The principles to be applied in cases where the articles of a company confer a discretion on directors are, for the present purposes, free from doubt. They must exercise their discretion bona fide in what they consider not what a court may consider is in the interests of the company, and not for any collateral purpose. Under section 176 of the Companies Act 2006, Susan has an obligation to avoid undisclosed profits. [6]As demonstrated in the case of Boston Deep Sea Fishing and Ice Co V Ansell (1888) 39 Ch D 339, it is obvious that a business who rejects a representative wrongfully, will effectively protect the claim on the off chance that it in this way reveals proof of prior gross unfortunate behaviour by the worker, regardless of the possibility that it was unconscious of the offense when it fired the representatives work. The issue for this situation was whether a similar guard applies where the business has neglected to make a PILON as per the terms of an agreement of work. [7]The Court of Appeal held that, without authoritative arrangements despite what might be expected, the business was not qualified for maintaining a strategic distance from the results of selecting, to practice the PILON clause on revelation that an outline expulsion could have been supported. It will only be right for Susan to return any profits that was made from this, back to the business. She has also breached her duty under section 182 and under section 172 of the Companies Act 2006, which is failing her duty to promote the success of the business. [8]Under section 174 of the Companies Act 2006, Clayton is in possible break of his obligation to practice with reasonable care, skill and diligence. [9]This was first set out by Romer J in the case of Re City Equitable Fire Insurance Co [1925] Ch 407, were the case was regarding the duties of directors and precisely the duty of care of these directors. This is to express that if a director for example is to be an expect in the field area of computers such as Clayton, who is a Software Engineer, the standard or care and knowledge that will be expected from him and toward his duties, will be that of a person who has high knowledge in this area. Clayton is an expect with computers so in this case, he has an expect in this area and as the director of the company, and obliged to follow his duties, he shouldnt have allowed himself to be distracted and completed the task to the best of his abilities, by carefully checking that the computers are full functioning. Not only was he unprofessio nal in his duty, he was cost the company a loss, as the computers are worthless. As developed in Re DJan of London Ltd [1994] 1 BCLC 561, directors are obliged to perform unbiased duty of care, founded on what must is deemed rationally and anticipated of a director. Similar standards was raised in the cases of [10]Dorchester Finance Co Ltd v Stebbing Ors[1989] BCLC 498, were Dorchester Finance which had gone indebted, made a claim against Mr Stebbing and two other non-official executive bookkeepers who regularly marked limitless tickets to ride which were later countersigned by Mr Stebbing. It was held that executives of a business will undoubtedly act in compliance with common decency and considering a legitimate concern for the business. They additionally needed to show such ability and care as ought to be sensibly anticipated from individuals with their insight and experience. Glen has breached his duties under the Companies Act 2006, section 177. Glen owns a duty of care to reveal her interest in the proposed contract. Glen didnt act in good faith but rather, found a way to con more money out of the company. Members of Wireless Us Ltd, may choose to ratify the contract based on misconduct by the [11]director amounting to negligence, default, breach of duty or breach of trust in relation to the company. As Glen failed to declare any profit that was made from this transaction, he is liable to make sure that all profits made has be paid directly back to Wireless Us Ltd. This was similarly demonstrated in the case of [12]Regal (Hastings) Ltd v Gulliver [1942] UKHL 1, that involved the regulation contrary to executives from captivating company chances in desecration of their obligation of allegiance. In this case the court held that, if a director takes advantage of a prospect, the director has breached his duties even if he was caught before being able to tak e advantage. Equally to what I stated earlier, the breach can be authorised. It must be distinguished that under section 182 of the Companies Act 2006, Glen obligates a criminal offence if he fails to unveil his interest with the ongoing contractual agreement. You could also say that both Susan and Glen, are both in breach of section 174 of the Companies Act 2006. As well as be in breach of exercising the independent judgment, under section 173 of the Companies Act 2006. The lawful results of the scenarios and conceivable remedies include: Ratification by individuals, under section 1157 of the Companies Act 2006 alleviation from court, and under section 175 of the Companies Act 2006 which is the capacity for executives to approve. It is vital to note that under section 232 of the Companies Act 2006, the organisation is restricted from giving directors repayment in regard of rupture of obligation. Cliff, Glen and Clayton own a duty of care to Faith to treat her equally as they do with other members with the Company. [13]As directors of the company, they are breaching their executive obligation by not acting accordingly to their position. It is the duty of the directors to make sure that they provide their employees with the resources they need, in order from them to able to do their job as per instructed. Under the Companies Act 2006, it is obligatory that the directors to respect the interests of their employees. Meaning that, they must listen to the request of their employees, as well as take into consideration anything they may request for, especially if the request made is in benefit of the company, and if their will also impact the outcome of their job performance. Shareholders and executives have two totally unique parts within a corporation. Shareholders only own the company by their possession of the shares that they have bought within the company. Whilst directors, are those that manage the cooperation and, have a say in how its operated. Unless it has been stated otherwise, a shareholder shouldnt and neither does it have right to act as a director. The same applies to that of a director. In this case, doesnt have any liability as the director or the company, as it is specified that she is only a shareholder. [14]The partition in law amongst executives and shareholders can bring about disarray in privately owned businesses. On the off chance that a few people set up a business together they regularly consider themselves to be accomplices in the business. That relationship is frequently spoken to in a business, by them all being both executives and shareholders. The issue with this is that, Company Law requires a few choices to be made by the executives in executive gatherings and others to be made by the shareholders, by composed resolutions or by resolutions at a general gathering. In a rather off chance way, you could say that shareholders do have a say in the companys management/decisions as under the Companies Act 2006, when it comes to some choices such as changing the articles with in company, the executives of the company cannot do so, without consulting and getting consent, from the shareholders. Conclusion Under section 40 of the Companies Act 2006, it is intended to manage the cost of assurance to guiltless third party, that go into exchanges with the business, and gives that, for a man managing a business in accordance with some basic honesty, the force of the executives that tie with the business, or approve others to do as such, is esteemed free of any restriction under the business constitution. A third party will automatically assume that the directors of the company have some sort of authority to bind the company, with there is no establish power in the company. This is a typical entanglement executives fall into and convey chance they may not by any means figure it out. Company executives will owe a trustee obligation and an obligation of care, regardless of whether this is set out in their contractual agreement. These obligations apply to both official and non-official executives. The statutory obligations supplant many existing precedent-based law and even-handed standards. The statutory obligations are owed to the business and only the business will have the capacity to authorise them. Bibliography Companies Act 2006 Section 239, (legislation.gov.uk) accessed 18 December 2016 Duties and Personal Liabilities of A Company Director, accessed 18 December 2016 In Re Smith and Fawcett Ltd: CA 1942, (Company, 22 August 2016) accessed 18 December 2016 Kershaw D, Company law in context: Text and materials (2nd edn, Oxford University Press 2012) 335 Boston deep sea fishing and ice Co v Ansell: CA 1888, (Agency, 9 July 2015) accessed 18 December 2016 Belcher A, Directors decisions and the law: Promoting success (Routledge 2013) 78 MÃ ¤ntysaari P, Comparative corporate governance: Shareholders as a rule-maker (Springer-Verlag Berlin and Heidelberg GmbH Co. K 2005) 182 Regal (Hastings) Ltd v Gulliver: HL 20 Feb 1942, (Company, 28 July 2016) accessed 20 December 2016 Hannigan B, Company law (Oxford University Press 2015) Worthington S, Sealy Worthingtons text, cases, and materials in company law (Oxford University Press 2016) 338 [1] Duties and Personal Liabilities of A Company Director, accessed 18 December 2016 [2] In Re Smith and Fawcett Ltd: CA 1942, (Company, 22 August 2016) accessed 18 December 2016 [3] Sarah Worthington, Sealy Worthingtons text, cases, and materials in company law (Oxford University Press 2016) 338 [4] In Re Smith and Fawcett Ltd: CA 1942, (Company, 22 August 2016) accessed 18 December 2016 [5] David Kershaw, Company law in context: Text and materials (2nd edn, Oxford University Press 2012) 335 [6] Boston deep sea fishing and ice Co v Ansell: CA 1888, (Agency, 9 July 2015) accessed 18 December 2016 [7] Boston deep sea fishing and ice Co v Ansell: CA 1888, (Agency, 9 July 2015) accessed 18 December 2016 [8] Alice Belcher, Directors decisions and the law: Promoting success (Routledge 2013) 78 [9] Petri MÃ ¤ntysaari, Comparative corporate governance: Shareholders as a rule-maker (Springer-Verlag Berlin and Heidelberg GmbH Co. K 2005) 182 [10] Dorchester Finance Co Ltd v Stebbing Ors[1989] BCLC 498 [11] Companies Act 2006 Section 239, (legislation.gov.uk) accessed 18 December 2016 [12] Regal (Hastings) Ltd v Gulliver: HL 20 Feb 1942, (Company, 28 July 2016) accessed 20 December 2016 [13] Brenda Hannigan, Company law (Oxford University Press 2015) [14] Brenda Hannigan, Company law (Oxford University Press 2015)

Negative Effects of the Atkins Diet Essay -- Health Nutrition Diet Exe

Negative Effects of the Atkins Diet Countless Americans have been purchasing products about the Atkins Diet without being aware of its side effects. Common arguments about the Atkins diet is it greatly affects a persons health, one major disease that the Atkins diet has been blamed of is heart disease as well as heart attacks. Organizations such as the American Heart Association and the American Dietetic Association have been criticizing the Atkins Diet on its unhealthy way of losing weight. Other side effects such as headaches, constipation, bad breath, muscle cramps and more has also been added to the ever growing effects that Atkins diet can cause to a dieter. Another increasing argument that is against the Atkins Diet is that it affects a dieter’s mental health, causing the dieter to feel grumpy, tired, restless and apathetic. The Atkins Diet has been known not to limit dieter’s intake on proteins and fats which made numerous health organizations and medical professionals criticize it. With its focus on fatty foods and meats which is high in saturated fat it is believed to increase blood cholesterol levels and may even lead to heart attack. On the Atkins first phase (induction phase), a dieter is only allowed 20 net grams of carbohydrates per day, this leads to not having enough source of calcium or vitamin D that researchers say may play a role in illness such as heart disease and diabetes. Although Dr. Atkins says to take a multivitamin while on the diet, the formula contains no calcium and too little vitamin D.   Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Organizations that are against the Atkins Diet such as the American Heart Association sets a limit that only 30% of one’s daily calories should come fro... ...s Diet is not healthy for an individual because it causes more harm than good. It is true that the Atkins Diet can make a person lose weight, but on ways that seem to be all wrong. Dieters should consider in finding ways to lose weight in the safest way possible and not endanger one’s own life. The Atkins Diet is certainly not safe for dieters because it causes multiple side effects that can put a person’s physical and emotional state at risk. Work Cited Kennedy, Sophie. â€Å"The Atkins Diet: To Good to be True?† Online posting. Vanderbilt   Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  University, Psychology Department. 14 Oct. 2004   Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  http://www.vanderbilt.edu/AnS/psychology/health_psychology/TheAtki nsDiet.ht   Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  m>. Moss, Lindsay. â€Å"Atkins Diet Causes Mood Swings and Depression.† Atkins Diet 3   Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  March 2004 .

Prevention for HIV/AIDS :: Diseases Health Medical Essays

Prevention for HIV/AIDS Although anti-viral therapy exists to support people coping with Human Immunodeficiency Virus (HIV) and AIDS, the AIDS epidemic is not over. Though it is not prevalent in the Untied States, 2.1 million people died of AIDS by 1999. Half a million children under the age of fifteen are HIV positive, mostly infected through mother-to-child transmission or sexual assault (2). Ninety percent of HIV infections occur the developing countries, leaving the poor and struggling to cope with the epidemic (3). Heterosexual infection is the most common form of infection in Africa and Asia, especially in women. Elsewhere, infection through sex with a bisexual or drug infected partner, drug injection with dirty needles, blood transfusion and heterosexual sex are typical (2). Overall, the primary forms of transmission occur through unprotected sexual behavior, sharing needles, home tattooing, and through birth, from mother to child (5). An infectious disease, HIV must enter the blood stream of a person for transmission. It enters through bodily fluid, such as blood, semen, vaginal fluid, and breast milk. The disease infects cells in the body, especially CD4 cells, a type of white blood cells. Also known as T-cells, CD4 cells are crucial in maintaining the human immune system in protection from infectious diseases (5). By destroying the white blood cells, HIV causes a sever breakdown of the body's immune system, leaving the body vulnerable, fragile and unable to protect against any disease they are exposed to. When the immune system becomes severely damaged AIDS is diagnosed by the contraction of specific diseases such as tuberculosis and toxoplasmosis (5). Once diagnosed with AIDS, the virus never leaves the body, leaving the immune system to deteriorate until it is unable to fight off the diseases anymore, letting them take over the body. Major research and pharmaceutical companies continue to place precedence on the search for a vaccine or cure; it is estimated that it will take another ten to fifteen years to find a cure or vaccine for HIV/AIDS. Methods for HIV prevention need to be a priority in medical research; prevention is the first step to slowing an epidemic, and an interest in vaginal microbicides, a new form of female prevention, could result in having them on the market in a third of the time it would take to discover a vaccine (1).

Visuality, Readability, and Materiality :: Visual Rhetoric Essays

My intention here is to acknowledge two problems that I believe all scholars of "the visible" will encounter at some point in their work. Both showed up early in my research on commemorative artworks, but I suspect that they crash everyone's party at some point. I have no "solution" to these problems, but I believe they should, actually must, be addressed in work on visual rhetoric. The first, "readability," is both a practical and theoretical problem having to do with the possibilities of interpretation in visual culture. The second, which I'll simply label "materiality" for the moment, has a presence in numerous arenas beyond the study of visual culture, but remains nearly unaddressed and nearly unacknowledged in rhetorical work on visual images. The first party crasher, "readability," probably makes its presence felt in all of our venues at least occasionally, but it haunts our work all the time. At the simplest and most practical level, readability is a hermeneutic problem. But it is a special problem of interpretation, not just the "same old" questions that come up in any work involving the production of signs and meaning. We try very hard to reduce the special problem to the same old problems, as evidenced by terms like visual, media, and computer "literacy." The question is this: What makes us so confident that our "readings" of visual signs are legitimate or defensible? Okay, that does sound a whole lot like the "same old" hermeneutic questions, but I don't believe it is the same in the case of visual rhetoric as in spoken or written discourse. Or at least, it doesn't seem the same, given the degree of skepticism registered by readers and students about interpretations of visual signs. Leaving aside for a moment the pos sibility that my interpretations just aren't very good and that that's what's provoking this response, our own colleagues and my students seem to pose far more and greater challenges to such interpretations than they do to those of a speech or a written document. For them, apparently, even in the wake of deconstruction, natural language seems safer, easier, and more stable in its capacity of meaning generation than does the visual image. I wonder why that is the case, and particularly so in a culture in which "seeing is believing" and a "picture is worth a thousand words." It is possible, of course, that this is an idiosyncratic problem, but I doubt it.

France Essay -- essays research papers

France is a beautiful and captivating country full of art, culture, and an important historical background. It is in the heart of Europe and is sometimes called "The Hexagon", Because of it’s shape. It is the largest country in Western Europe and covers about 211,200 square miles. Four different waters surround the French coastline, this includes; the North Sea, the English Channel, the Mediterranean Sea, and the Atlantic Ocean. The capital of France is Paris, on the banks of the Seine River. Sometimes called the "The City of Lights", Paris has been admired and loved by millions for centuries. It is an industrial center as well. Paris is world renowned as a cultural and intellectual center which holds many masterpieces. The Eiffel Tower was built in 1889, and today is 1,052 ft. high. It welcomes tourists from all over the world. The revolution of 1789 was a very important part of history. The people could be divided into three groups, the Nobles, the Clergy, and the rest. At this time the peasants owned 80 percent of the land, but had no rights at all. To add to their misery, the food was in short supply. It is estimated that on the eve of the French Revolution one-fifth of the population had no resources at all. World War I broke out August 1914, setting France, Russia, Britain, Belgiumand Serbia at war with Germany and the Austro-Hungarian Empire. Everyone assumed the war would be over in a few months. Instead, the war lasted for four years. Germany finally agreed to sign an armistice on November 11, 1948. (A kind of peace agreement). The death toll had been the largest of any previous wars. France had lost over 1.4 million men and in all of Europe over 8.5 million were killed. People said it was the war to end all wars. Only twenty years later France was plunged into another war with Germany. On June 22, 1940 France was forced to sign an agreement with Germany. By 1942 France was totally occupied by the Nazi army. This was a very hard time, Jews were persecuted and thousands were sent off to concentration camps. Eventually, in the summer of 1944 France was freed, and the occupation was over. The President is head of the government and is elected by the ... ...s developed a number of ways of producing energy. Such as dams, Solar energy, hydroelectricity or "white coal", hot springs, and tidal energy. France has had an important nuclear power program since 1967. Two-thirds of the country’s electricity is produced by atomic energy. France’s transportation system centers on Paris which is the heart of a network that stretches to all parts of France. Trains are an important source of transportation throughout France. The latest in a line of new fast trains, which includes the mistral and the Turbo trains, is the high-speed TGV. This train averages 133 miles per hour. The French railway of SNCF has a reputation for being fast, efficient, and reliable. It is also punctual. So much emphasis is placed on punctuality that is an engineer does not keep on time, he is fined. Also roads, air, and water travel is important to France. Communications are expanding widely in France. Mainly in ways such as telephone, television, radios, and newspapers. The national language of France is French. French was once the language used by diplomats all over the world. In this study, I have learned a lot about France and I hope to visit there someday.

Bioluminescent Fungi :: essays papers

Bioluminescent Fungi INTRODUCTION What is Bioluminescence? The current paper main focus is on bioluminescent Fungi but the basic features of bioluminescence discussed are common to all bioluminescent organisms. Bioluminescence is simply light created by living organisms. Probably the most commonly known example of bioluminescence by North Americans is the firefly, which lights its abdomen during its mating season to communicate with potential mates. This bioluminescent ability occurs in 25 different phyla many of which are totally unrelated and diverse with the phylum Fungi included in this list (an illustration of a bioluminescent fungi is displayed in figure 1). One of the features of biological light that distinguishes it from other forms of light is that it is cold light. Unlike the light of a candle, a lightbulb, bioluminescent light is produced with very little heat radiation. This aspect of bioluminescence especially interested early scientists who explored it. The light is the result of a biochemical reaction in which the oxidation o f a compound called "Luci ferin" and the reaction was catalyzed by an enzyme called "Luciferase". The light generated by this biochemical reaction has been utilized by scientists as a bioindicator for Tuberculosis as well as heavy metals. On going research involving bioluminescence is currently underway in the areas of evolution, ecology, histology, physiology, biochemistry, and biomedical applications. History of Bioluminescent Fungi The light of luminous wood was first noted in the early writings of Aristotle which occurred in 382 B.C.(Johnson and Yata 1966 and Newton 1952) The next mention of luminous wood in the literature occurred in 1667 by Robert Boyle who noticed glowing earth and noted that heat was absent from the light. Many early scientists such as Conrad Gesner, Francis Bacon, and Thomas Bartolin all observed and made notation of luminous earth(Johnson and Yata 1966 and Newton 1952 ). These early observers thought that the light was due to small insects or animal interactions. The first mention that the light of luminous wood was due to fungi occurred from a study of luminous timbers used as supports in mines by Bishoff in 1823. This opened the way for further study by many other scientists and by 1855 modern experimental work began by Fabre ( Newton 1952). Fabre established the basic parameters of bioluminescent fungi, those being: †¢ The light without heat †¢ The light ceased in a vacuum, in hydrogen, and carbon dioxide †¢ The light was independent of humidity, temperature, light, and did not burn any

On Dumpster Diving Review

In the article â€Å"On Dumpster Diving†, Eighner states â€Å"After all, the finding of objects is becoming something of an urban art† (455). This shows Eighner is not embarrassed about this practice because it really is meaningful and helps him to survive. Although this art is view for so many people as disgusting, after reading this article and analyzing it, dumpster diving involve certain skills, knowledge and values that makes me think when using them, dumpster diving is a whole different thing than just a nasty practice. I can recall the times I threw good food, supplies and even clothes that I thought were not useful or simply I did not like anymore, and regret it because it makes me feel like the type of college students Eighner mentions in his writing. â€Å"To live in the streets I must anticipate my needs to a certain extent: I must pick up and save warm bedding I find in August because it will not be found in Dumpsters in November† (406). It is incredible how people like us with our hands full of privileges call some things garbage while for those that lack of them have to take advantage to sustain their lives in the present and the future. Now, I am certain that my trash will look different, or otherwise it will make me feel bad since I know someone else might want that piece of bread or need that pair of shoes. As I read over and over Eighner’s lines he looks wiser to me. He emphasizes the value of things and how anything becomes useful, or in other words sustainability â€Å"†¦ things of interest turn up every day and some days are finds of great value. I personally think the main point of this writing is to open people’s eyes and see how we do not appreciate anything around us, and not only the material stuff but also our environment and community. We do not take care of our natural resources and waste them as if they were infinite, we do the same with our things, we stereotype people without t hinking that every single person in different. And if all together put a little of interest and work toward our community, it would make sustainability easier.