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For reasonable information to be disseminated

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Unformatted text preview: reasonable period elapsed for reasonable information to be disseminated information s Consequence of breach Civil and criminal liability (RM1m and/or 10 yrs) (RM1m s new offence-concealing, new destroying or altering relevant info info s ss 132A and B CA-misuse of ss information by virtue of officer’s position-civil and crim liability liability s SC can bring action on behalf of SC investors investors s defence if other party knew of defence s Duty of care and Diligence Traditional Approach s Re City Equitable Fire Re Insurance Ltd s 1. Standard of care and skill s x subjective considerations x variable standard 2. Attendance at board meetings-diligence Re Cardiff Savings Bank s Land Credit Co Land s s.132(1) “reasonable diligence” s Delegation and Reliance on others permitted in absence of grounds permitted for suspicion for s Limits to delegation s x -articles of association s AWA Ltd v Daniels (and appeal) appeal) Recent Cases AWA v Daniels, Norman v AWA Theodore Goddard s distinction between distinction executives/non -executives executives/non s Daniels v Anderson familiarity with co’s business s monitor management s monitor co’s financial position s make necessary inquiries s delegation- “I know nothing” s Insolvent trading s.303(3) Incurring debts at a time when Incurring “no reasonable or probable” expectation that the co can pay its debts its s officer is guilty of an offences.303(3), personally liable if s.303(3), convicted -s.304(2) convicted s difficult to prove-few cases (cf difficult Aust) Aust) s examination of defaulting examination officers-repayment to co officers-repayment s Remedies for Breach of Directors’ Duties s Co’s remedies- Foss v Co’s Harbottle Harbottle x ex’s oppression (s 181) winding- up (s 218(1)(f) Damages/compensation s Accounting for profits s x Regal (Hastings) v Gulliver Rescission s Restitution s s 132(3) if convicted officer to 132(3) pay compensation pay s Relief from breach of duty no exclusions in articlesno s140(1) s140(1) s except allowing interest in except contracts contracts s Court s s 354 s officer acted honestly and ought officer fairly to be excused fairly s...
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