Corporations Act. Australia

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СКАЧАТЬ who is not validly appointed as a director if:

      (i) they act in the position of a director; or

      (ii) the directors of the company or body are accustomed to act in accordance with the person’s instructions or wishes.

      Subparagraph (b)(ii) does not apply merely because the directors act on advice given by the person in the proper performance of functions attaching to the person’s professional capacity, or the person’s business relationship with the directors or the company or body.

      Note: Paragraph (b) — Contrary intention — Examples of provisions for which a person referred to in paragraph (b) would not be included in the term “director” are:

      · section 249C (power to call meetings of a company’s members)

      · subsection 251A(3) (signing minutes of meetings)

      · section 205B (notice to ASIC of change of address).

      disclosing entity has the meaning given by section 111AC.

      disclosure document for an offer of securities means:

      (a) a prospectus for the offer; or

      (b) a profile statement for the offer; or

      (c) an offer information statement for the offer.

      dispose has a meaning affected by the following paragraphs:

      (a) when used in relation to financial products in a provision outside Chapter 7, otherwise than in a situation to which paragraph (b) applies, dispose has the same meaning as it has in Chapter 7;

      (b) for the purposes of Chapter 6, a person who has a relevant interest in securities disposes of the securities if, and only if, they cease to have a relevant interest in the securities.

      domestic corporation means a corporation that is incorporated or formed in Australia or an external Territory.

      ED securities has the meaning given by section 111AD.

      eligible applicant, in relation to a corporation, means:

      (a) ASIC; or

      (b) a liquidator or provisional liquidator of the corporation; or

      (c) an administrator of the corporation; or

      (d) an administrator of a deed of company arrangement executed by the corporation; or

      (e) a person authorised in writing by ASIC to make:

      (i) applications under the Division of Part 5.9 in which the expression occurs; or

      (ii) such an application in relation to the corporation.

      eligible employee creditor, in relation to a company, means a creditor whose debt or claim would, in a winding up of the company, be payable in priority to other unsecured debts and claims in accordance with paragraph 556(1)(e), (g) or (h) or section 560 or 561.

      eligible employee share scheme means an employee share scheme for a body corporate in respect of which the following conditions are met:

      (a) the scheme is offered only to employees or directors mentioned in paragraph (a) of the definition of employee share scheme;

      (b) the financial products that are offered under the scheme are offered:

      (i) under a disclosure document or Product Disclosure Statement; or

      (ii) without disclosure under Part 6D.2 in accordance with subsection 708(12);

      (c) the financial products which may be acquired under the scheme are the following:

      (i) fully paid ordinary shares;

      (ii) options, offered for no more than nominal consideration, for the issue or transfer of fully paid ordinary shares;

      (iii) units in fully paid ordinary shares.

      eligible international emissions unit has the same meaning as in the Australian National Registry of Emissions Units Act 2011.

      eligible money market dealer means a body corporate in respect of which a declaration is in force under section 65.

      emoluments means the amount or value of any money, consideration or benefit given, directly or indirectly, to a director of a body corporate in connection with the management of affairs of the body or of any holding company or subsidiary of the body, whether as a director or otherwise, but does not include amounts in payment or reimbursement of out‑of‑pocket expenses incurred for the benefit of the body.

      employee share scheme for a company means a scheme under which shares (or units in shares or options to acquire unissued shares) in the company or a holding company may be acquired:

      (a) by, or for the benefit of:

      (i) employees of the company, or of a related body corporate; or

      (ii) directors of the company, or of a related body corporate, who hold a salaried employment or office in the company or in a related body corporate; or

      (b) by a corporation all of whose members are:

      (i) employees of the company, or of a related body corporate; or

      (ii) directors of the company, or of a related body corporate, who hold a salaried employment or office in the company or in a related body corporate.

      employee share scheme buy‑back means a buy‑back under a scheme that:

      (a) has as its purpose the acquisition of shares in a company by, or on behalf of:

      (i) employees of the company, or of a related body corporate; or

      (ii) directors of the company, or a related body corporate, who hold a salaried employment or office in the company or in a related body corporate; and

      (b) has been approved by the company in general meeting.

      enforce, in relation to a security interest in property of a company under administration, includes:

      (a) appoint a receiver of property of the company under a power contained in an instrument relating to the security interest; or

      (b) obtain an order for the appointment of a receiver of such property for the purpose of enforcing the security interest; or

      (c) enter into possession, or assume control, of such property for that purpose; or

      (d) appoint a person so to enter into possession or assume control (whether as agent for the secured party or for the company); or

      (e) exercise, in relation to property including PPSA retention of title property, as the secured party or as a receiver or person so appointed, СКАЧАТЬ