VICTORIA UNIVERSITY
FACULTY OF BUSINESS
SCHOOL OF LAW
BLO 5540 - BUSINESS AND COMPANY LAW ASSIGNMENT Semester 2 2015
“Within a company there are many areas of potential disagreement among members. As the range of potential disagreement is very broad, so also is the scope for exploitation and abuse of minority shareholders within the company. However, it is in the small private company that the plight of minority shareholders is most severe. Minority shareholders in private companies do not have a market exit option.
Minority shareholders are also susceptible to exploitation through a number of techniques directed towards diminishing the value of their investment or procuring its disposal at undervalue. These techniques include the withholding of dividends with profits effectively distributed amongst the majority in the form of salaries, bonuses and other emoluments. They may involve exclusion from management participation, diversion of corporate assets to interests associated with the majority, disproportionate share allocations, withholding information concerning the company affairs or the making of fundamental corporate changes affecting the value of minority interests.”
Paul Redmond, Companies and Securities Law 5th Edition at p 502.
Analyse and discuss this statement in light the various statutory remedies that are available to minority shareholders to deal with situations where the majority shareholders misuse of their power or breach their duties. Your answer should refer to the relevant statute and case law.
(Total of 30 marks)
SUGGESTED REFERENCES:
Required readings
Fitzpatrick J, Symes C, Veljanovski A, Parker D. (2013) Business and Corporations Law, 2nd Ed., Lexis Nexis Butterworths. Chapter 9 at P 488
Recommended readings
General recommended Textbooks:
Sweeney, O’Reilly & Coleman, 2013, Law in Commerce, 5th Ed., LexisNexis.
Stephen Graw, 2011, An Introduction to the Law of Contract, 7th Ed., Thomson Reuters.
Latimer, P, Australian Business Law CC, 2015 Edition.
Vermeesch,R B, Lindgren, K E, Business Law of Australia Butterworths, 12th Edition, 2011.
Graw, Parker, Whitford, Sangkuhl and Do, Understanding Business Law 7th ed LexisNexis Butterworths, 2015.
Crosling & Murphy, 2009, How to Study Business Law, 4th Edition, LexisNexisLipton, P., and Herzberg, A.,
Welsh, M, Understanding Company Law, 15 edition Thomson Reuters.
Harris, J. Hargovan, A. Adams, M. Australian Corporate Law LexisNexis Butterworths 4th edition, 2014.
Vermeesch,R B, Lindgren, K E, Business Law of Australia Butterworths, 11th Edition, 2005.
Pentony, Graw, Lennard & Parker, Understanding Business Law 3rd ed Butterworths, 2009.
Crosling G M, Murphy H M, How to Study Business Law 4th Edition, Butterworths, 2009.
Submission: Essays must be submitted on or before Thursday 17th of September 2015 by 5.00pm. No extensions will be considered unless a request is made in writing, before the due date, stating the reason for the request. Marks will be deducted for essays that are submitted after the due date.
The assignment should be written in your own words. A hard copy must be submitted. As well an electronic copy is to be submitted via the Turnitin link on the webct home page for the subject. The Turnitin copy will be the 'time mark' for the purpose of the confirmation of the date and time of submission.
Student must put their tutors name on the assignment and must not attach the Turnitin report to their assignment.
All assignments must be in print form and submitted with a signed School of Law cover sheet to the assignment box located outside the School of Law Office, Level 3, Building A by 5.00 pm on the due date. Students must also submit an online copy of the assignment via WebCT by the due date. The online submission will be regarded as verification of submission by the due date. However, only the hard copy assignments that are submitted will be marked. Students on the Werribee and Flinders Street campuses will be advised by their lecturer about assignment submission.
Presentation
Readable connected prose NOT point form summaries
Accurate spelling, grammar, punctuation, paragraph construction. Proofreading
Effective use of HEADINGS
Consistent and accurate acknowledgment of sources using a recognised style – both in relation to in-text referencing and bibliography (Note the warning about plagiarism below).
The papers will be marked on the following basis:
Criteria Percentage of marks awarded
1. Depth of understanding of the topic and identification of relevant issues.
2. Awareness accuracy of the nature and content of relevant law.
3. Clarity and coherence of the analysis and quality of discussion and argument. 50 per cent
Writing and communication skills 30 per cent
Research skills 20 per cent
Referencing
In law, the preferred referencing style is footnoting. Students are reminded that they will lose marks if they merely reproduce passages copied word for word from texts and other references without attempting to convey information and express ideas in their own words. Of course this does not preclude the intelligent use of relevant quotations in respect of which proper references are given.
It should be noted that the references must be given in respect of all material included in the essay. References are not to be confined to situations in which the writer is citing a particular case or using a direct quotation. For example, if the writer is putting forward a legal proposition or using a statement or idea drawn from a specific source, that source must be acknowledged by reference. It is essential that references be properly acknowledged at all times and marks will be deducted if this is not done. References may be acknowledged by numbering them consecutively throughout the essay and by giving details of the references by way of numbered footnotes at the bottom of the relevant page, or by way of a list at the end of the essay. Note carefully that the edition and page numbers of references must be given: it is not sufficient to merely give the name and author of the work. When referring to cases, the full case citation must be given. In addition, a bibliography should always be included at the end of the essay. Students should contact the lecturer if they are in any doubt as to the requirements for the giving of references.
Referencing: Footnotes or end-notes must be used to acknowledge the source or sources of information contained in the assignment. Footnotes are preferred, but either will be accepted. In regard to the acknowledgment of references and matters of style and presentation, students are referred to:
1. Australian Guide to Legal Citation – VU Library Homepage. For all referencing questions for your assignment or any legal writing See: Australian Guide to Legal Citation: The VU Library has a 4 page edited version under Information for researchers: Click on Information for researchers and then click on Referencing and then click on Style Manuals. A copy of the Australian Guide to Legal citation is also available on Webct.
See: http://w2.vu.edu.au/library/referencing/files/AGLC2.pdf
2. G.R.E. Phillips and L.H. Hunt, Writing Essays and Dissertations,
3. G Campbell, The Little Black Book. (available in the bookshop).
Students are required to pay careful attention to spelling, expression, and legibility in the writing of their essays. There should be a margin on the left hand side of each page. Students should keep a copy of the essay submitted.
Plagiarism
Plagiarism is taking another person’s ideas and presenting them as your own, that is, without acknowledging the original source. You must acknowledge your sources of information including both direct and indirect quotations. A direct quotation must always be in inverted commas or in another style that indicates that it is a direct quotation. Your assignment must not consist of only quotations.
Plagiarism is regarded as a form of theft or cheating. It is a serious offence and will be dealt with seriously, including a fail grade in this subject.
Students should use the Turnitin software to check their assignments for poor referencing and plagiarism. Software such as “turn it in” and others are available.
Format
• Typed preferably and double-spaced
• Title page with student name and number, Subject code and name, topic
• A4 paper
• Sequential page numbering
• No folders
Assignments must be typed (word processor), using one side of the page only and leaving a wide margin. The word limit is 2,000 words.
Late Submissions
Students who believe that they have a genuine case for extension of time must lodge a formal written application for such an extension, stating relevant grounds and attaching supporting documentation. Such application must be made at least seven (7) days before the due date for submission. Should the extension be granted then a new deadline will be set.
Late submissions of the assignment will incur a penalty mark of one (1) mark per day. Marks may be deducted in respect of essays which are excessive in length.
The assignment will have a value of 30% for final assessment.