立 了公司和 客? 做 生 意 breach s181

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了公司,和 客户 意。 Breach s181 也同时 breach s182 ------ result of breach s182: (1) Civil penalty provision 1317E (2) company can seek compensation from director s1317H 3 disqualification s206(c) 4 pecuniary penalty up to $200,000 s1317G criminal offence s184 犯罪
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S183 duty to misuse information 相应的 common law duty—avoid conflict of interest a apply to officer, employee and director b must not misuse company information (c ) Contravene( 违反 ) the act if ( 证明 breach s182, 满足以下两点中的一点 ) *take personal gain and advantage or step1 *cause a damage to the company step 2 即使 in good faith, 只要 成公司 损失 也算 breach ------ result of breach s183: (1) Civil penalty provision 1317E (2) company can seek compensation from director s1317H 3 disqualification s206(c) 4 pecuniary penalty up to $200,000 s1317G criminal offence s184 犯罪 场景: 了公司的 秘方 了公司的 customer list duty related party transaction –breach s208 ( 同 时 breach chapter2E breach s208 breach director’s duty 意: breach chapter 2E 不是 breach of duty s208: ONLY apply to public company or entity (public or pty) it controls (必须 public company 或者 public company control entity chapter 2E :public company is prohibited to give financial benefits s229 to related party (s228), 除 非 get member ’s approval (pass 50% resolution or constitution regulate it) 公司不能给 director director’s related party financial benefits what is financial benefit: s229 (a)Can include interposed entities (ie, indirectly providing the benefit) (b) 229(3) – includes buying, selling or leasing assets or services, providing finance or issuing shares 包括了 cash contract 等等等等 what is related party s228 (和 director 所有的 director 相关的人) (1) Entities that control the public co (2)(a) – directors of the public co (2)(b) – directors of controlling entity (2)(d) – spouses of directors of above (3) – parents or children of the above (4) – entities controlled by any of the above
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得股东同意外, 有一些 transaction 被豁 exempt director 可以拿 financial benefit Exempt transactions include: 1 benefits within wholly-owned groups - 214 2 reasonable remuneration for directors – 211 3 transactions on arm’s length terms – 210 平交易 4 receive benefit as a member – 215 result of breach chapter 2E: civil penalty s1317E however the breach of s 208 do not affect the validity of the transaction, company do not guilty under CA but the person who responsible for the act is liable. 做决定给 director financial benefit 的人 责。 ratification: breach director’s duty 能否 被原谅 (a) just common law duty can be ratified , ASIC 可 以 继 续 告 director breach statutory duty
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