Of the breach s180 后果 civil penalty under s 1317e

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of the breach s180 后果 *civil penalty under s 1317E *NOT a criminal offence under s184 payment company’s damages s.1317H *tip: s180 1 )必写 s180 2 , 因为 s180(2) s180(1) defence s180(2) defence 1 apply both under common law and statutory law s185(2) if the defendant meet all the requirement state under s 180(2), then it is a perfect defence under due care provision 必须满足 s180(2) 的全部 4 个条件, director 才能算不 breach director’s duty of s180 1 criteria of s180(2): Good faith and proper purpose no material interest in subject matter of judgment ( 如果有 material interest 就算披露了也不满足这条,算 breach) inform themselves about the subject matters (做决策时做了充分的研 究, exam 中这条一般不满足 rationally believe its in the best interest of the company exam tip: 在考试中我们需要写清楚四条中哪些不满足哪些满足了 s189 defence2 ( 看考试情况而定写不写 ) director 因为依赖别人提供的 information 而做了错误的决策可以用说 s189 directors reasonable reliance on information provided by employees, professional advisers, other directors or officers, and board committees. Director 必须 满足以下三点才可以用 s189: reasonable reliance with good faith ( 真诚的依赖相信 ) making independent assessment about the subject matter exam 中通常 不满足) information must be professional competent employee 很有能力的员工 , directors with authority &board of directors s190 defence 3 (和 delegate power 有关) 如果是 director 授权给其他人,其他人做错了决策 if director has delegate power to an agent under s198D, director has responsibility under s190(1)
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s190(2) 给了 defence :必须同时满足以下三点 if that is a reasonable ground to trust the delegate make all necessary inquiry (exam 中通常不满足 不断的询问 ) delegate is reliable and competent( 授权是可靠的并且有能力胜任 ) 4. duty for prevent insolvent trading (s 588G & S588H) 如果公司 insolvent ,必须停止一切商业行动包括借贷等。 Director duty 阻止公司 insolvent 时继续 incurring debts S588G only apply to directors (include de facto and shadow directors) Directors have a duty to prevent their company incurring debts when the company is insolvent or would become insolvent. -------incur debts 的两种形式 1 a debt incur when the company is insolvent (2) the incurrence of the debt cause company’s insolvent 公司本来 solvent ,由于 director 做了一个决策而导致公司 insolvent 考试中用 s588G(2) 来写清楚公司是否处于 insolvent 或者 nearly insolvent 的状态 S 588G(2): Liability is imposed where:S588G(2) subjective test the director was aware that there were reasonable grounds for suspecting insolvency or objective test a reasonable person doing that director’s job in that company would have been aware that there were reasonable grounds for suspecting insolvency
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