Directors’ Duties – ILAC Question

Cite any relevant principles of common law or equity, case law and sections of the Companies Act 1993 in your answer.

You are required to research and read the news reporting AND the documents filed with the Companies Office New Zealand on BELLA VISTA HOMES LIMITED (5379301) In Liquidation

Required

Based on your research on Bella Vista, please advise the liquidators whether Danny Cancian (director of Bella Vista) breached any of the directors’ duties under the Companies Act 1993 during the lifetime of the company.

Use the ILAC approach in answering this question. Marks will be allocated as follows:

Issue

Law

Application

Conclusion

Cite any relevant principles of common law or equity, case law and sections of the Companies Act 1993 in your answer.

 
 
Question 2

Decision-making in Companies & procedural requirements – Short Answer Questions

2.1    Explain the requirements and process for calling a shareholders meeting

2.2    Explain the requirements and process for calling a Board meeting

2.3    Describe briefly the directors’ powers in managing a limited liability company.

2.4    Explain the composition requirements for the “board of the company” in section 128(1)

2.5    Based on the newspaper reporting, it appears there were a fall out between Danny John Cancian and Daniel Richard DeMartin and there was a buy-out of Daniel Richard DeMartin’s shares. Instead of a buy-out of Daniel Richard DeMartin’s shares at a cost of approximately $1.5 million, what legal alternatives are available if there is a fall out between the shareholders?    [4.0 marks]

Question 3

Drafting

Daniel Richard DeMartin has resigned as a director on 14th June 2016.

3.1    Please prepare a resignation letter he should use to tender his resignation.

3.2    Explain the requirements Daniel Richard DeMartin must fulfil for the resignation to be effective.

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