College of Business and Law Semester 1, 2020 Page 1 of 3 LAW205 COMMERCIAL AND CORPORATE LAW FOR ACCOUNTANTS ASSIGNMENT 2 - CASE STUDY VALUE: 30% OR 30 MARKS WORD COUNT: 2,000. THIS INCLUDES FOOTNOTES...

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It's a Corporate Law case study assignment, please link answers to the scenario. There are some lecture slides attached.


College of Business and Law Semester 1, 2020 Page 1 of 3 LAW205 COMMERCIAL AND CORPORATE LAW FOR ACCOUNTANTS ASSIGNMENT 2 - CASE STUDY VALUE: 30% OR 30 MARKS WORD COUNT: 2,000. THIS INCLUDES FOOTNOTES BUT EXCLUDES THE REFERENCE LIST/BIBLIOGRAPHY. (10% margin under or over) This assignment may be submitted on or before 11.59pm (ACST), Study Week 9 10 May 2020 ▪ Submit your Assignment using Word or PDF file format ▪ The assignment must be lodged online via Learnline Assignment Lodgment link. ▪ Assignment lodgments will be acknowledged automatically on the Learnline site, on submission. ▪ Citations: The CDU Harvard or AGLC referencing styles may be used, as long as you choose one style and use it consistently. ▪ Further questions: Post your questions on the discussion board. College of Business and Law Semester 1, 2020 Page 2 of 3 UNIVERSITY PLAGIARISM POLICY Plagiarism is the unacknowledged use of material written or produced by others or a rework of your own material. All sources of information and ideas used in assignments must be referenced. This applies whether the information is from a book, journal article, the internet, or a previous essay you wrote or the assignment of a friend. Plagiarism policy is available at:http://www.cdu.edu.au/governance/doclibrary/pol- 001.pdf and Student Breach of Academic Integrity Procedures http://www.cdu.edu.au/governance/doclibrary/pro-092.pdf. EXTENSIONS AND LATE LODGEMENTS Extensions An Application for Assignment Extension or Special Consideration should be completed and provided to the Dean, College of Business and Law. This application form, explanation and instructions is available on the Learnline course site or direct from http://learnline.cdu.edu.au/units/lb_school_templates/deployed/assignment_extensio n.docx Please note that it is now College policy that all extension requests must be approved by the Dean. The lecturer is not able to personally approve extension requests. Leaving a request for an extension, special assessment or special consideration until the last moment, based on grounds that students could have reasonably been able to foresee, may result in the application being rejected. Late lodgement Late lodgements are subject to a penalty of 5% of assignment marks per day. Partially completed assignments will be accepted with appropriate loss of marks for the incomplete portion. http://www.cdu.edu.au/governance/doclibrary/pol-001.pdf http://www.cdu.edu.au/governance/doclibrary/pol-001.pdf http://www.cdu.edu.au/governance/doclibrary/pro-092.pdf http://learnline.cdu.edu.au/units/lb_school_templates/deployed/assignment_extension.docx http://learnline.cdu.edu.au/units/lb_school_templates/deployed/assignment_extension.docx College of Business and Law Semester 1, 2020 Page 3 of 3 ASSIGNMENT 2 - CASE STUDY There are three (3) questions worth 10 marks each. NT Gold Resources Ltd (“company”) was incorporated on 1 January 2018 and was listed on the Australian Stock Exchange in March 2018, having raised $20 million from public investors. The company was primarily involved in mining exploration activities in the Northern Territory. The company has three directors, Vincent, Steve and Paul. Vincent is the company's chief executive officer. Steve is the chairman of the company. Paul is the director and company secretary. The management team also includes Jack who is the company's chief financial officer. The company began exploration activities in April 2018. After drilling a number of potential mining sites, a geological survey was commissioned, and the samples of the mineral extracts were tested. The results from the test indicated that the mining sites had extremely low levels of gold deposits that were considered to be uncommercial. The company had by then already spent $5 million. At a board meeting in January 2019, the directors considered whether to abandon its mining activities and return the company's remaining capital back to its shareholders. Vincent is optimistic and over-confident and wants to pursue the exploration project in the Northern Territory. He argued that the company could be on the verge of a major discovery and should continue with its exploration activities. Steve and Jack were less optimistic and suggested they cease exploration given the test results and return all the remaining capital to the company shareholders. To avoid another confrontation with Vincent, they agreed with him that the company would continue with its drilling program. At the end of 2019, the drilling activities were completed and all of the company's capital has been exhausted without any material mineral discoveries. The shareholders are annoyed and upset amount losing all their investments. Required: 1. Have Vincent, Jack and Steve breached any directors' duties? (10 marks) 2. Do they have an arguable defence? (10 marks) 3. Advise whether the same standard will be applied to Jack, as the company's chief financial officer? (10 marks) Assessment Rubric LAW205 – Commercial and Corporate Law for Accountants Assessment 2: Case study (Problem-solving task) The aim of this assignment is for the student to identify the legal issues arising from the scenario given. Whereas Assignment No. 1 had a strong focus on your ability to conduct legal research, the focus of this assignment is to conduct some basic legal research but, more importantly, to articulate the issues, apply the law and express a conclusion as to the possible outcomes in clear, plain English. Therefore, higher weighting will be given to analysis and application components. Criteria (total mark is out of 30) High Distinction 85 - 100% Distinction 75 – 84% Credit 65 – 74% Pass 50 – 65% Fail<50% identification of legal issues and relevant law, including accessing and summarising resources and legal sources ( /12) identification of all relevant issues and law. demonstrates skilful use of high quality, credible, relevant sources. selection of sources goes well beyond the prescribed textbook. an excellent summary of relevant information. identification of most issues and relevant law. demonstrates selection of credible, relevant sources from relevant, quality literature/sources. accurate summary of relevant information identification of key issues and questions of law. demonstrates an attempt to use credible and/or relevant sources. information is gathered from good range of electronic and non-electronic sources but could have been extended. summary of information could be improved. identification of few or basic issues and relevant law. attempt to use credible and/or relevant sources. information is gathered from a limited range of electronic and non-electronic sources. some capacity to summarise information. failure to identify basic or fundamental issues and relevant law. very limited range of sources utilised. unable to demonstrate ability to summarise information. analysis and application ( /12) excellent ability to appraise evidence, evaluate arguments and to formulate and express very sound conclusions. extensive analysis of options available and their relevance to the case in point. an excellent application of interpretation rules and steps of procedural analysis and clearly articulated arguments which provided a strong framework. good demonstration of the capacity to critically analyse information, formulate own conclusions and express own ideas. a good analysis of options available and their relevance to the case in point. very good application of the appropriate interpretation rules and steps of procedural analysis. reasonable analysis of information. demonstrated ability to draw warranted conclusions and generalisations and demonstrates some original thought. a reasonable attempt to analyse options available and their relevance to the case in point but analysis requires more depth. appropriate interpretation rules and steps of procedural analysis identified and a reasonable attempt to apply to case study. limited ability to interpret data, appraise evidence or evaluate arguments. conclusions need improvement and need to express own ideas. some attempt at analysis of options available and their relevance to the case in point. explores a few dimensions but lacks depth. some reference to interpretation rules and procedural analysis steps required but not adequately applied to the task. little or no critical analysis or interpretation of information, poor conclusions and no original thought. limited analysis of options available and their relevance to the case in point. mainly descriptive report. limited or no reference to interpretation rules and procedural analysis steps required. synthesis ( / 6) • structure • logic • presentation well-constructed assignment: appropriate, clear, and smooth transitions; arrangement of organisational elements is particularly apt; uses sophisticated legal wording in sentences effectively; usually chooses words aptly; observes professional conventions of written english and report format; free of spelling, grammatical, punctuation and typing errors. well written and presented assignment: distinct units of thought in paragraphs; clear transitions between developed, coherent, and logically arranged paragraphs; a few mechanical difficulties or stylistic problems; may make occasional problematic word choices or syntax errors; a few spelling or punctuation errors or a cliché; uses appropriate formal report format reasonably written and presented; some awkward transitions; some brief, weakly unified or undeveloped paragraphs; arrangement may not appear entirely natural; contains extraneous information, more frequent wordiness; unclear or awkward sentences; imprecise use of words or over- reliance on passive voice; some distracting grammatical errors; some spelling, punctuation and identification="" of="" legal="" issues="" and="" relevant="" law,="" including="" accessing="" and="" summarising="" resources="" and="" legal="" sources="" (="" 12)="" identification="" of="" all="" relevant="" issues="" and="" law.="" demonstrates="" skilful="" use="" of="" high="" quality,="" credible,="" relevant="" sources.="" selection="" of="" sources="" goes="" well="" beyond="" the="" prescribed="" textbook.="" an="" excellent="" summary="" of="" relevant="" information.="" identification="" of="" most="" issues="" and="" relevant="" law.="" demonstrates="" selection="" of="" credible,="" relevant="" sources="" from="" relevant,="" quality="" literature/sources.="" accurate="" summary="" of="" relevant="" information="" identification="" of="" key="" issues="" and="" questions="" of="" law.="" demonstrates="" an="" attempt="" to="" use="" credible="" and/or="" relevant="" sources.="" information="" is="" gathered="" from="" good="" range="" of="" electronic="" and="" non-electronic="" sources="" but="" could="" have="" been="" extended.="" summary="" of="" information="" could="" be="" improved.="" identification="" of="" few="" or="" basic="" issues="" and="" relevant="" law.="" attempt="" to="" use="" credible="" and/or="" relevant="" sources.="" information="" is="" gathered="" from="" a="" limited="" range="" of="" electronic="" and="" non-electronic="" sources.="" some="" capacity="" to="" summarise="" information.="" failure="" to="" identify="" basic="" or="" fundamental="" issues="" and="" relevant="" law.="" very="" limited="" range="" of="" sources="" utilised.="" unable="" to="" demonstrate="" ability="" to="" summarise="" information.="" analysis="" and="" application="" (="" 12)="" excellent="" ability="" to="" appraise="" evidence,="" evaluate="" arguments="" and="" to="" formulate="" and="" express="" very="" sound="" conclusions.="" extensive="" analysis="" of="" options="" available="" and="" their="" relevance="" to="" the="" case="" in="" point.="" an="" excellent="" application="" of="" interpretation="" rules="" and="" steps="" of="" procedural="" analysis="" and="" clearly="" articulated="" arguments="" which="" provided="" a="" strong="" framework.="" good="" demonstration="" of="" the="" capacity="" to="" critically="" analyse="" information,="" formulate="" own="" conclusions="" and="" express="" own="" ideas.="" a="" good="" analysis="" of="" options="" available="" and="" their="" relevance="" to="" the="" case="" in="" point.="" very="" good="" application="" of="" the="" appropriate="" interpretation="" rules="" and="" steps="" of="" procedural="" analysis.="" reasonable="" analysis="" of="" information.="" demonstrated="" ability="" to="" draw="" warranted="" conclusions="" and="" generalisations="" and="" demonstrates="" some="" original="" thought.="" a="" reasonable="" attempt="" to="" analyse="" options="" available="" and="" their="" relevance="" to="" the="" case="" in="" point="" but="" analysis="" requires="" more="" depth.="" appropriate="" interpretation="" rules="" and="" steps="" of="" procedural="" analysis="" identified="" and="" a="" reasonable="" attempt="" to="" apply="" to="" case="" study.="" limited="" ability="" to="" interpret="" data,="" appraise="" evidence="" or="" evaluate="" arguments.="" conclusions="" need="" improvement="" and="" need="" to="" express="" own="" ideas.="" some="" attempt="" at="" analysis="" of="" options="" available="" and="" their="" relevance="" to="" the="" case="" in="" point.="" explores="" a="" few="" dimensions="" but="" lacks="" depth.="" some="" reference="" to="" interpretation="" rules="" and="" procedural="" analysis="" steps="" required="" but="" not="" adequately="" applied="" to="" the="" task.="" little="" or="" no="" critical="" analysis="" or="" interpretation="" of="" information,="" poor="" conclusions="" and="" no="" original="" thought.="" limited="" analysis="" of="" options="" available="" and="" their="" relevance="" to="" the="" case="" in="" point.="" mainly="" descriptive="" report.="" limited="" or="" no="" reference="" to="" interpretation="" rules="" and="" procedural="" analysis="" steps="" required.="" synthesis="" (="" 6)="" •="" structure="" •="" logic="" •="" presentation="" well-constructed="" assignment:="" appropriate,="" clear,="" and="" smooth="" transitions;="" arrangement="" of="" organisational="" elements="" is="" particularly="" apt;="" uses="" sophisticated="" legal="" wording="" in="" sentences="" effectively;="" usually="" chooses="" words="" aptly;="" observes="" professional="" conventions="" of="" written="" english="" and="" report="" format;="" free="" of="" spelling,="" grammatical,="" punctuation="" and="" typing="" errors.="" well="" written="" and="" presented="" assignment:="" distinct="" units="" of="" thought="" in="" paragraphs;="" clear="" transitions="" between="" developed,="" coherent,="" and="" logically="" arranged="" paragraphs;="" a="" few="" mechanical="" difficulties="" or="" stylistic="" problems;="" may="" make="" occasional="" problematic="" word="" choices="" or="" syntax="" errors;="" a="" few="" spelling="" or="" punctuation="" errors="" or="" a="" cliché;="" uses="" appropriate="" formal="" report="" format="" reasonably="" written="" and="" presented;="" some="" awkward="" transitions;="" some="" brief,="" weakly="" unified="" or="" undeveloped="" paragraphs;="" arrangement="" may="" not="" appear="" entirely="" natural;="" contains="" extraneous="" information,="" more="" frequent="" wordiness;="" unclear="" or="" awkward="" sentences;="" imprecise="" use="" of="" words="" or="" over-="" reliance="" on="" passive="" voice;="" some="" distracting="" grammatical="" errors;="" some="" spelling,="" punctuation="">
Answered Same DayMay 04, 2021LAW205Charles Darwin University

Answer To: College of Business and Law Semester 1, 2020 Page 1 of 3 LAW205 COMMERCIAL AND CORPORATE LAW FOR...

Preeti answered on May 10 2021
131 Votes
Legal Analysis & Discussion
Issue:
There are three legal issues in the given scenario:
i) Do Vincent, Jack and Steve have breached any kind of directors’ duties? The act done by them do have any arguable defence ground?
ii) Whether Jack has breached any Chief Financial Officer duties, and, same standard applied on him?
Legal:
In Australia, directors duties are governed Corporations Act 2001 (Cth) Act. There are three sources of directors’ duties-corporations act duties, fiduc
iary duties and statutory duties. The principle purpose is to define clear line obligations of companies, its boards, executives and members. Along with it, there are numerous legislative instruments at both federal and state level, which has imposed certain additional duties and liabilities on directors (Directors - What are my duties as a director?). The prima facie duty of directors is to act in the best interests of the company, along with other principal duties:
a) Acting with reasonable care, skill and diligence under section 180.
b) Conducting all acts in the good faith and in the best interest of the company under section 181.
c) Using powers and information for a proper, legal and valid purpose, ignoring or undermining personal profit,
d) Duty to avoid any kind of conflicting interests under section 182, insolvent trading under section 588G(3), maintaining company records.
Certain key duties imposed by Corporations Act 2001 (Cth) Act are:
a) Acting with care and diligence: Directors owe obligation of developing basic understanding of the company’s activities, operations, size and distribution of incomes. Also, financial position of the company also needs to be continuously assessed and monitored (Hooper, 2011).
b) Acting in good faith: It requires ensuring interests of the company and welfare for a proper purpose. In corporate groups, it is often seen that interests of company extends to interests of shareholders as well as other stakeholders. Directors need to strike perfect balance between all these interests, however, it is also necessary to give additional consideration to the shareholder appointed as directors.
c) Directors are not allowed to use their position for gaining advantage or securing interests of themselves or in any manner proving detrimental to the company.
d) The information is also not allowed to be used by directors for themselves or another, proving detrimental to the company (Huang & Howson, 2017).
Corporations Act 2001 also imposes certain additional duties on directors, as discussed below:
a) Duty to disclose fellow directors any kind of personal interest or gain in matters relating to the company’s affairs.
b) Preventing insolvent trading of any kind and nature.
c) Following defined procedures in calling and holding meetings of members and board meetings (Keay, 2011).
d) Disclosing remuneration and benefits received by directors.
e) The act also requires company to keep written financial records explaining company’s financial transactions, financial position and performance.
f) Preparing true and fair financial statements each year, including financial report and directors’ report. Accordingly, directors are under duty:
· To take great care in monitoring and overseeing company’s financial position and statements at all times.
· Seeking required financial assistance with immediate effect, in case of any concerns about company’s insolvency.
‘Personal material interest’ is something that results in personal gain or value to the directors. When directors are having realistic capacity or propensity to influence corporate decisions and act is also counted as ‘Personal material interest’ in company’s affairs (Plessis, Hargovan, Bagaric & Harris, 2014).
Directors who are found as violating or contravening any of the defined duties and obligations are subject to civil and criminal penalties. Failure to comply with these norms and obligations is considered as a strict liability offence, and, might results in criminal and civil penalties.
Application: Applying above said provisions in context to the given case scenario is done below:
a) Duty of reasonable care, diligence and skill:
A director is expected to exercise their power with the reasonable degree of care and diligence according to section 180 (1) of the Corporations Act 2001. The conduct required executive directors and other directors to act with special skills, experience and high standard. The director’s conduct is not allowed to be excused on ground of lack of skills and experiences. All directors are required to meet defined minimum objective standard and taking reasonable steps in the position to guide and monitor the management of the company (Wong, 2013).
In the given case scenario, all the three directors have not demonstrated reasonable care and skill in deciding whether to...
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