Corporations Act. Australia
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Название: Corporations Act

Автор: Australia

Издательство: Проспект

Жанр: Юриспруденция, право

Серия:

isbn: 9785392086429

isbn:

СКАЧАТЬ (c).

      Relatives of directors and spouses

      (3) The following relatives of persons referred to in subsection (2) are related parties of the public company:

      (a) parents;

      (b) children.

      Entities controlled by other related parties

      (4) An entity controlled by a related party referred to in subsection (1), (2) or (3) is a related party of the public company unless the entity is also controlled by the public company.

      Related party in previous 6 months

      (5) An entity is a related party of a public company at a particular time if the entity was a related party of the public company of a kind referred to in subsection (1), (2), (3) or (4) at any time within the previous 6 months.

      Entity has reasonable grounds to believe it will become related party in future

      (6) An entity is a related party of a public company at a particular time if the entity believes or has reasonable grounds to believe that it is likely to become a related party of the public company of a kind referred to in subsection (1), (2), (3) or (4) at any time in the future.

      Acting in concert with related party

      (7) An entity is a related party of a public company if the entity acts in concert with a related party of the public company on the understanding that the related party will receive a financial benefit if the public company gives the entity a financial benefit.

      229 Giving a financial benefit

      (1) In determining whether a financial benefit is given for the purposes of this Chapter:

      (a) give a broad interpretation to financial benefits being given, even if criminal or civil penalties may be involved; and

      (b) the economic and commercial substance of conduct is to prevail over its legal form; and

      (c) disregard any consideration that is or may be given for the benefit, even if the consideration is adequate.

      (2) Giving a financial benefit includes the following:

      (a) giving a financial benefit indirectly, for example, through 1 or more interposed entities;

      (b) giving a financial benefit by making an informal agreement, oral agreement or an agreement that has no binding force;

      (c) giving a financial benefit that does not involve paying money (for example by conferring a financial advantage).

      (3) The following are examples of giving a financial benefit to a related party:

      (a) giving or providing the related party finance or property;

      (b) buying an asset from or selling an asset to the related party;

      (c) leasing an asset from or to the related party;

      (d) supplying services to or receiving services from the related party;

      (e) issuing securities or granting an option to the related party;

      (f) taking up or releasing an obligation of the related party.

      Part 2E.3 — Interaction with other rules

      230 General duties still apply

      A director is not relieved from any of their duties under this Act (including sections 180 and 184), or their fiduciary duties, in connection with a transaction merely because the transaction is authorised by a provision of this Chapter or is approved by a resolution of members under a provision of this Chapter.

      Chapter 2F — Members’ rights and remedies

      231 Membership of a company

      A person is a member of a company if they:

      (a) are a member of the company on its registration; or

      (b) agree to become a member of the company after its registration and their name is entered on the register of members; or

      (c) become a member of the company under section 167 (membership arising from conversion of a company from one limited by guarantee to one limited by shares).

      Part 2F.1 — Oppressive conduct of affairs

      232 Grounds for Court order

      The Court may make an order under section 233 if:

      (a) the conduct of a company’s affairs; or

      (b) an actual or proposed act or omission by or on behalf of a company; or

      (c) a resolution, or a proposed resolution, of members or a class of members of a company;

      is either:

      (d) contrary to the interests of the members as a whole; or

      (e) oppressive to, unfairly prejudicial to, or unfairly discriminatory against, a member or members whether in that capacity or in any other capacity.

      For the purposes of this Part, a person to whom a share in the company has been transmitted by will or by operation of law is taken to be a member of the company.

      Note: For affairs, see section 53.

      233 Orders the Court can make

      (1) The Court can make any order under this section that it considers appropriate in relation to the company, including an order:

      (a) that the company be wound up;

      (b) that the company’s existing constitution be modified or repealed;

      (c) regulating the conduct of the company’s affairs in the future;

      (d) for the purchase of any shares by any member or person to whom a share in the company has been transmitted by will or by operation of law;

      (e) for the purchase of shares with an appropriate reduction of the company’s share capital;

      (f) for the company to institute, prosecute, defend or discontinue specified proceedings;

      (g) authorising a member, or a person to whom a share in the company has been transmitted by will or by operation of law, to institute, prosecute, defend or discontinue specified proceedings in the name and on behalf of the company;

      (h) appointing a receiver or a receiver and manager of any or all of the company’s property;

      (i) restraining a person from engaging in specified conduct or from doing a specified act;

      (j) requiring a person to do a specified act.

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