Company Law Essay Example | Topics and Well Written Essays - 2250 words - 2

Company Law - Essay ExampleThe most appropriate remedy that Quincy should avail is the second remedy of applying for an order from the court on the prime that the companys affairs are being conducted in a manner which is unfairly prejudicial under Part 30 CA 206, ss 994-998 because this remedy allows Roar to continue its business.CA 2006 (s 994) gives Quincy actually flexible solutions to disagreements within Roar without having to necessarily wind up the company under the first remedy. Specifically, s 994(1) CA 2006 provides as follows A member of a company may apply to the court by petition for an order under this Part on the ground - (a) that the companys affairs are being or have been conducted in a manner that is unfairly prejudicial to the interests of members generally or of some part of its members (including at least himself), or (b) that an actual or proposed act or omission of the company (including an act or omission on its behalf) is or would be so prejudicial. The Act or omission under this Section undersurface include either an isolated act or omission or a continuing situation, depending on the circumstances. In fact, in Re Norvabron Pty Ltd (No 2) (1986) 11 ACLR 33, this erect even include an act which took place before the petiti superstarr became a shareholder. Furthermore, the legal import of the term Conduct of the companys affairs has been considered in Re Legal Costs Negotiators Ltd (1999) 2 BCLC 171 CA wherein there were originally four individuals who set up a company, each was a director and employee and each had an equal amount of shares. When the relationship with one person broke down, he was dismissed subsequently as an employee although he resigned as a director just before he was removed. Nonetheless, he remained a shareholder although he refused to sell his shares to the other three. When the majority petitioned under s 459 CA 2006 for an order that he should transfer his shares to them, the petition was rejected because of the distinction amongst this remedy and personal actions, i.e. in this statutory remedy, what is relevant to consider is the companys affairs. In the given situation, the following facts clearly indicate that the companys affairs are being or have been conducted by Patrick and Sally in a manner that is unfairly prejudicial to the interests of Quincy, a minority and an actual act of the company (including an act or omission on its behalf) is so prejudicial to Quincy Patrick and Sally have remove Quincy as a director Patrick and Sally take out any usefulness from the business as directors salaries and they also decide to change the nature of the business which by the Articles of Association requires a 75% majority. In fact, the 75% requirement in amending the Articles of Incorporation was not met because Patrick and Sally only owned at least 70% of the shares. Moreover, Patrick and Sally appropriated several valuable contracts to Sallys company, Tiddles Limited (Tiddles) which would normally have kaput(p) to Roar in order to make sure that no benefit will come to Quincy from these contracts. Clearly, these events and the facts taken together not only constitute a basis to grant an application for an order based on the ground that the company