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澳洲essay写作结构:Company Directors in the UK and Australia

论文价格: 免费 时间:2022-02-07 09:20:59 来源:www.ukassignment.org 作者:留学作业网

本文是法律专业的澳洲essay范例,题目是“Company Directors in the UK and Australia英国和澳大利亚的公司董事”, 公司董事没有资格要求。即使是上市公司的董事也不需要参加任何考试。原则上,任何人都可以成为董事。因此,人们可能认为,一个资格如此不严格的办事处的职责将是简单而容易确定的。事实上,情况远非如此。事实上,董事的职责只能通过检查至少三个不同的来源来发现,这些来源就像一个层叠在另一个之上。

‘There are no qualifications for being a company director. Even directors of listed companies do not have to take any examinations. In principle, anyone can become a director. One might therefore think that the duties of an office so unexacting in its qualifications would be simple and easy to ascertain. In fact, this is far from the case. In fact, the duties of directors can be discovered only by examining at least three different sources which lie like strata one above the other. The bedrock is the duties which directors owe at common law, or more precisely in equity, simply because they are managing other people’s property. Over that layer has been imposed a number of specific statutory duties intended to reinforce the duties at common law. And over that layer has been imposed still further duties under various self-regulatory codes, which are also intended to reinforce the common law duties in areas not thought suitable for legislation’.

根据普通法,或者更准确地说,在衡平法上,董事的责任是基础,因为他们在管理他人的财产。在这一层被强加了一些具体的法定责任,旨在加强普通法的责任。在这一层面上,根据各种自我管理规范,我们还强制执行了更多的义务,这也是为了加强普通法在不适合立法领域的职责。”

Discuss the above statement in light of the position of company directors in the UK and Australia.

澳洲essay写作结构

Introduction简介

A company being a legal entity can only act through natural persons to run its affairs. Director is the person on whose behalf the company operates. They are professionals, hired by the company and are not the employee of the company. The title ‘director’ implies a position that is highly eminent and prestigious. “It is not the name but by functions but by duties where one is described as director. It is only when a person is duly, appointed by the company to contract in the company’s name and, on its behalf that one functions as a Director. Further the company’s article may designate its Directors as governors, the board of management, but under the law they are simple Directors.” [1] A director is responsible for managing the business and affairs of the company and also along with company secretaries that the company complies with the companies’ act 1985.

公司作为法人,只能通过自然人经营其事务。董事是公司代表其运作的人。他们是公司雇佣的专业人士,而不是公司的雇员。“董事”这个头衔意味着一个非常显赫和有声望的职位。“如果一个人被描述为董事,就不是名字,而是职能,而是职责。只有当公司正式任命某人以公司名义签订合同,并代表公司行使董事职务时,才可视为董事。此外,公司的条款可以指定其董事为董事,管理委员会,但根据法律,他们是简单的董事。董事负责管理公司的业务和事务,并与公司秘书一起遵守1985年公司法。

In the book of law, there is no criterion as to skills or qualification of persons for being a director of the company neither in the UK nor in Australia. Even directors of listed companies do not have to take any examinations. In principle, anyone can become a director. One might therefore think that the duties of an office so unexacting in its qualifications would be simple and easy to ascertain. Having said that, no matter how prominent and unexacting the title director may sound, the law does not treat the position as just another step up the management ladder. [2] Indeed, the duties of directors can be discovered only by examining following sources. Part I discusses Strata one above the other, to whom are directors’ duties owed? Part II is Equitable Fiduciary duties. Part III explains Common law duties. Part IV discusses statutory duties and its codification. Part V discusses breach of Duties and exceptions to it. Part VI discusses the above duties in light of the position of Director in UK and Australia. And Part VII is conclusion.

I. Strata one above the other and to whom are directors’ duties owed?

There has been much debate as to whether all officers are equal or whether there are some distinctions based upon the precise position held, such as chief executive or chair of the board. The general consensus is that all officers are equal in their duties but the level of skill and care expected may change depending upon the position held. There are various types of company officers, including the chairperson, managing director, Chief financial officer and non-executive directors.

In a particular case the officers (such as the chair of the board) may have certain powers and responsibilities, such as participating on special committees (for example the audit committee). The possession of particular powers and responsibilities will be taken into account when determining whether the directors have complied with the duty of care, skill and diligence (and its statutory equivalent in s 180(1)). In ASIC v Rich (see below) the chairman, Mr Greaves, was held to hold a special position that must reflect his skills and diligence. This has also been applied to a chief financial officer in the case ASIC v Vines. [3]

“The question of “to whom are the duties of directors owed is normally answered by the phrase ‘to the company as a whole’. “This was interpreted by the UK Court of Appeal as meaning not the company as an entity outside and apart from its shareholders, but rather the general body of shareholders: Greenhalgh v Arderne Cinemas Ltd [1951] Ch 286.” [4] In short they owed to the collective body of shareholders and not to particular shareholders individually, unless the nature of the relationship between particular directors and particular shareholders has been said to be fiduciary in nature so that fiduciary obligations are owed by those directors to those shareholders.

There has been a consistency by the court for holding that Directors do not owe a duty to consider the company’s employees ahead of shareholder interests. However, part 5.8A of the Corporations Act now provides for director liability where they have allowed the company to enter into a transaction designed to defeat worker entitlements. [5] To keep the interest of the company paramount, directors owe duties towards Nominee directors as they are an example of a director who is appointed by a particular shareholder to represent their interest. They do owed duties to the corporate groups and creditors because they play an important role in the continuing success of the company and provide funds to assist the company with acquisitions and expansions and to manage its cashflow.

法院一直一致认为,董事没有义务将公司员工的利益置于股东利益之上。然而,《公司法》第5.8A部分现在规定,如果董事允许公司进行旨在破坏工人权利的交易,就有董事责任。为了保持公司的利益至上,董事对提名董事负有责任,因为他们是由特定股东任命代表他们利益的董事的一个例子。他们对企业集团和债权人负有责任,因为他们在公司的持续成功中扮演着重要的角色,并提供资金,以协助公司进行收购和扩张,并管理其现金流。

II. Fiduciary/equity

“All fiduciaries (including company directors) have an obligation to act in good faith and in the best interests of their principal (for directors and officers the principal is the company). The meaning of the term ‘in the best interests’ of the company involves a consideration of ‘who’ the company is for the purposes of the law.” [6] “POWER held by fiduciaries is subject to many forms of control. All of these forms of control have to strike a balance between competing objectives. They must seek to curb the harm that the holder of power can inflict on those affected by it. Yet they must be careful not to abolish the discretion inherent in power itself.” [7]

“Directors, like partners, trustees and agents, always owe a fiduciary duty to those persons who are vulnerable to their actions and who may be easily harmed. That is, directors and other officers owe a fiduciary duty to the company because it is vulnerable to their actions and relies on the directors and officers to act properly. As a fiduciary, there are four central obligations governing corporate behaviour:

1. To act in good faith, in the best interests of the company;

2. To avoid conflicts of interest;

3. To not make a secret profit; and

4. To act for a proper purpose.

All officers must avoid breaches of these equitable fiduciary duties, and a breach may result in the officer becoming a constructive trustee. This means that all proceeds that the officer has obtained from the breach of duty would be held on trust and returned to the company. Alternatively, the officer may be liable to pay equitable damages or the company may rescind any contract that was improperly made by the officer. In addition to these equitable remedies, officers may also be liable for civil or criminal penalties under the Corporations Act because these equitable duties are largely reproduced in ss 181–183″ [8]

Good faith诚信

A requirement that fiduciaries should act in good faith is central. [9] To speak of a “duty to act in good faith”, however, can easily conceal an important distinction. If that distinction is not made, confusion can easily follow. Sometimes, the fiduciary’s “duty to act in good faith” can mean that the fiduciary has a duty to do something particular in a certain way. For example, a director may have to disclose his own wrongdoing. [10] In other contexts, the same words may mean that the fiduciary has power to act, but no duty, yet if he does exercise that power, he must do so in good faith. [11] This article is concerned with the latter situation, where good faith qualifies the exercise of power, rather than demanding specific action.

受托人应诚实行事的要求是核心。然而,谈到“诚信行事的义务”时,很容易掩盖一个重要的区别。如果不做这种区分,很容易产生混淆。有时,受托人的“诚信行为义务”意味着受托人有义务以某种特定的方式做某些特定的事情。例如,董事可能必须披露自己的不当行为。在其他情况下,同样的话可能意味着受托人有行动的权力,但没有义务,但如果他确实行使这种权力,他必须在善意中这样做。这篇文章是关于后一种情况,在这种情况下,诚信是权力行使的条件,而不是要求具体的行动。

Conflict of interest利益冲突

Directors’ fiduciary duties are concerned with preventing the abuse of powers to promote their self-interest. “In the United Kingdom, directors, in carrying out their duties (of exercising power and discretion given to them), are obliged to adhere to their overriding duty of good faith and to act in the best interest of the company. Fiduciary duties forbid directors from placing themselves in such a position that their personal interest conflicts with the company’s, as they are required to give their exclusive attention to the company.” [12] For example it was held in the case, Cook v Deeks, [13] several directors including two Deeks brothers and another director) of the Toronto Construction Company had a disagreement with one of the other directors (Cook). The directors then negotiated a major construction project on behalf of the company, but diverted that project to a new company that they had established in an attempt to exclude Cook from the project (Cook was neither a shareholder nor director of the new company). The directors then used their shareholdings to pass a resolution at a members’ meeting declaring that the company (that is Toronto Construction) had no interest in the project, effectively freezing out Cook from the project. Issue was, did the directors breach their fiduciary duty by giving the business opportunity to the new company rather than Toronto Construction? And the decision given was, the directors acted in breach of their fiduciary duty and the shareholders’ resolution was invalid because the directors/shareholders were acting under a conflict of interest. “As the court said (at 563): directors who assume the complete control of a company’s business must remember that they are not at liberty to sacrifice the interests which they are bound to protect, and, while [apparently] acting for the company, divert in their own favour business which should properly belong to the company they represent.” [14] “In another case Bray v Ford [1896] [15] House of Lords it was held that it is an inflexible rule of a Court of Equity that a person in a fiduciary position, such as the director of a charitable company, is not, unless otherwise expressly provided, entitled to make a profit. The director is not allowed to put himself or herself in a position where his or her interest and duty conflict. Similar comments were made by Lord Upjohn in Phipps v Boardman”. [16]

董事的受托责任涉及防止权力滥用以促进自身利益。“在英国,董事在履行其职责(行使赋予他们的权力和自由裁量权)时,有义务遵守其诚信的首要职责,并以公司的最佳利益行事。受托责任禁止董事将自己置于个人利益与公司利益冲突的境地,因为他们必须对公司给予唯一的关注。例如,在库克诉Deeks一案中,多伦多建筑公司的几名董事,包括两名Deeks兄弟和另一名董事,与另一名董事(库克)有分歧。随后,董事们代表该公司谈判了一个重大建设项目,但将该项目转移到他们成立的一家新公司,试图将库克排除在该项目之外(库克既不是新公司的股东,也不是董事)。随后,董事们在股东大会上通过了一项决议,宣布该公司(即多伦多建设公司)对该项目没有兴趣,实际上将库克从该项目中排挤出去。问题是,董事是否违反了他们的受托责任,把商业机会给了新公司而不是多伦多建设公司?给出的决定是,董事违反了他们的信托责任,股东的决议是无效的,因为董事/股东是在利益冲突下行事的。”作为法院说(563):董事承担的完全控制公司的业务必须记住,他们不自由牺牲他们注定要保护的利益,,虽然(显然)代表公司,转移有利于自己的业务应属于他们所代表的公司。“[14]”在另一个案件中布雷福特v[1896][15]上议院认为,它是一个死板的规则的衡平法庭,受托人地位的一个人,如一个慈善公司的董事,不是,除非另有明确规定,有权获得利润。主管不得将自己置于利益与职责冲突的境地。厄普约翰勋爵在菲普斯诉博德曼案中也作出了类似的评论。[16]

澳洲essay写作范文

Directors must not permit their personal interests to conflict with their duty to the company. This self-dealing rule prohibits a director from acting where his personal interests conflict with his duties. A director’s main aim should be to promote the interest of the company, which, in case of conflict, should be preferred against his own interest. [17] Malins, V.C., ably stated the principle when he described it in the following terms: it is the duty of directors of companies to use their best exertion for the benefit of those whose interests are committed to their charge, and that they are bound to discharge their own private interests wherever a regard to them conflicts with the proper discharge of such duty. [18]

Secret profit秘密利润

“The position of a director inevitably provides him with an opportunity to make gain, but his fiduciary duty prohibits him from retaining benefits, which must be accounted to the company. The exception is where a director makes a personal contract offer after an offer is made to the company but the board decide not to take it. Moreover, the director’s liability to account does not depend on the proof of bad faith. . Equity discourages a director from entering into a contract where his personal interest conflicts with the interest of those he is required to protect. [19] When a director is negotiating a contract, he cannot resign from a company to take the benefit of the contract, and if he does so, he will be required to surrender the profits he makes. [20]

董事的职位不可避免地为他提供了获利的机会,但他的受托责任禁止他保留利益,这些利益必须计入公司。例外的情况是,在对公司提出要约但董事会决定不接受之后,董事提出了个人合同要约。此外,董事的责任并不取决于是否有欺诈的证据。当董事的个人利益与他必须保护的人的利益发生冲突时,衡平法会阻止董事签订合同。当一个董事在谈判合同时,他不能从一个公司辞职以获得合同的利益,如果他这样做,他将被要求交出他所获得的利润。[20]

Act for purpose

Strictly applied, the proper purpose doctrine requires the directors to exercise the powers of the company for the purposes for which they were originally conferred. In Australia, it will suffice if the power is exercised for the benefit of the company as a whole to constitute the power having been exercised for proper purpose. [21]

The fiduciary duty of directors requires them to exercise their powers for a proper purpose. For directors to use their powers for a proper purpose requires them to use their powers bona fide for purposes for which their powers were conferred upon them. The courts took pain in trying to define the meaning of “proper purpose”. Issuing shares to raise capital for the benefit of the company will come under the umbrella of proper purpose, but not if the intention of the director is to preserve his own control or to forestall a takeover bid, [22] or to maintain control of the board of directors and their friends over the affairs of the company or merely for the purpose of defeating the wishes of the existing majority shareholders. [23] Cases which can be referred for the same are Hogg v Crampton Ltd [24] and Piercy v S Mills & Co Ltd. [25]

III. Common law (of loyalty, obedience, mutual trust &confidence, care and skill)

“The common law duty of care, skill and diligence that is expected by the courts has traditionally been set at a very low standard. The basic test, which can be contrasted with the higher modern test in the AWA cases discussed below, was laid down in Re City Equitable Fire Insurance Co Ltd [26] . In that case, Romer J (whose judgment was approved of by the UK Court of Appeal) considered claims made against the directors of an insolvent company who had signed fraudulent cheques produced by the managing director. The issue, therefore, was whether the directors had breached their duties by failing to detect the fraud before signing the cheques. The significance of the case lies in the principles that Romer J provided for assessing the duty of care and diligence. “Directors must exercise such degree of skill and diligence as would amount to the reasonable care, which an ordinary man might be expected to take, in similar circumstances, if the business were their own. However, directors need not exhibit in the performance of their duties a greater degree of skill than may reasonably be expected from a person of their particular knowledge and experience.

Directors are not bound to give continuous attention to the affairs of the company because the duties of directors are of an intermittent nature to be performed at periodical board meetings, and at meetings of any committee to which the directors may be appointed, and though not bound to attend all such meetings the directors should attend them when reasonably able to do so. Directors may properly rely on the actions of company officials, unless there are reasonable grounds for suspecting that the officials are not adequately performing their roles.” [27]

“Some duties are applied exclusively to directors. For instance, a specific example that is applied to directors (and not all officers) is the positive duty to not trade while the company is insolvent as required by s 588G.This provision is an enhancement of the common law duty to consider creditors in times of financial trouble, as affirmed by the High Court in Spies v R (2000) 201 CLR 603; [2000] HCA 43.” [28]

“Owing allegiance to the traditional practices the level of care and skill which are demonstrated by a director has been framed largely in the context of non-executive director. A cursory look at the case “In Re City Equitable Fire Insurance Co [29] ” assumes importance over here as the court held: “a director need not exhibit in the performance of his duties a greater degree of skill than may reasonably be expected from a person of his knowledge and experience.” However, it needs to be stated over here that this decision was based firmly in the older notions existing at the time when mode of corporate decision making and effective control residing in the shareholders; persisted. A more contemporary approach can be seen in Dorchester Finance Co v Stebbing [1989] [30] where the court held that the rule in Equitable Fire relates only to skill, and not to diligence. As far as due diligence is concerned the rule implies that “such care as an ordinary man might be expected to take on his own behalf” assumes importance. This was perceived as a subjective and objective test and it deliberately pitched at a higher level.” [31]

“Furthermore, recently it was remarked that both the tests of skill and diligence should be assessed objectively and subjectively. In this light in the United Kingdom, new Companies Act 2006 codified the statutory provisions relating to directors’ duties. [32] General common law duties imposed on directors in various circumstances enshrine a duty to carry out tasks with reasonable care and skill. It can be interpreted on this basis as the duty of reasonable care and skill of someone who is competent to do the job and does not convey to mean that one has to do the task ‘to the best of one’s incompetent ability’.

“此外,最近有人指出,技能和勤奋的测试都应客观和主观地加以评估。有鉴于此,在英国,2006年的新公司法将有关董事职责的法定条款编入法典。一般普通法规定,在各种情况下,董事须承担的责任是,以合理的谨慎和技巧执行任务。在此基础上,它可以被解释为有能力胜任工作的人的合理的谨慎和技能的责任,而不是意味着一个人必须“尽自己不胜任的能力”来完成这项任务。

The contract of service for the executive directors implies some common law terms which find reference into all contracts of employment and are further designed to protect the director as an employee of the company. Directors are bound by the duty of mutual trust and confidence which they owe to the Company (and vice versa) in the context of the employer/employee relationship. These duties however stand in direct contrast to the fiduciary duties outlined above which apply to the director’s office when he holds responsibility. An as example duty of mutual trust and confidence is one such duty. This duty, the Directors as officers of the company owe to other directors as employees of the company. Over here, the issue arises when an executive Director brings a complaint of unfair dismissal or under the circumstances when the company seeks to remove an executive director.” [33]

Companies will never be contended to rely on the common law and therefore place a lot of significance to codified terms which are set into a contract of employment. But it should be embarked that the contract of employment is not always definitive and the courts as a general practice infer the existence of implied terms by relying on what they see as ‘reasonable’ in the circumstances. [34] “Officers, like directors, owe a duty of loyalty to the corporation and its stock holders. This duty does not arise solely by virtue of director or officer status; it is a duty owed under general principles of agency Law.” The duty of loyalty is of general applicability, but most frequently affects officers in the areas of corporate opportunity, competition with the corporation/ employer, and use of corporate trade secrets. One aspect of an officer’s fiduciary duty of loyalty is the duty not to usurp an opportunity that is rightfully the corporation’s. Thus, an officer must refrain from buying for himself that which he was instructed to buy” [35]

IV. Statutory Duties and its Codification.

“In the UK, the Company Act 2006 introduces a statutory statement on directors’ duties which covers the following general duties:

(a) duty to act within powers;

(b) duty to promote the success of the company;

(c) duty to exercise independent judgment;

(d) duty to exercise reasonable care, skill and diligence;

(e) duty to avoid conflicts of interest;

(f) duty not to accept benefits from third parties; and

(g) duty to declare interest to proposed transaction or arrangement.

The above mentioned sections are extracted at Appendix III. While the statutory duties replace the corresponding common law rules and equitable principles from which they derive, these duties are required to be interpreted in the same way as common law rules and equitable principles. In other words, the courts should interpret and develop the general duties in a way that reflects the nature of the rules and principles they replace [36] . This approach displays the UK Government’s intention to achieve both the precision of the statutory statement and the continued flexibility and development of the law. The statutory duties do not cover all the duties that a director may owe to the company. Many duties are imposed elsewhere in the legislation, such as the duty to file accounts and returns to the Registrar of Companies. Other duties remain uncodified, such as the duty to consider the interests of creditors in times of threatened insolvency.

The remedies for breach of the statutory general duties have not been codified in the CA 2006. The CA 2006 states that the same consequences and remedies as are currently available should apply to breach of the statutory general duties [37] . Where the statutory duties depart from their equitable equivalent, the court must identify the equivalent rule and apply the same consequences and remedies.

The UK goes beyond simply codifying the existing common law rules and equitable principles on directors’ duties. It also attempts to modernize the law by introducing the principle of “enlightened shareholder value” under the duty to promote the success of the company. The duty requires a director to act in the way which he or she considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, and, in doing so, having regard to a list of wider factors, such as the interests of employees, suppliers and customers and the impact of the company’s operation on the environment [38] . The list is not exhaustive, but highlights areas of particular importance which reflect wider expectation of responsible business behaviour. The duty does not require a director to do more than good faith and reasonable care, skill and diligence [39] . On the other hand, Australia has also adopted statutory statements of directors’ general duties. Statutory duties of directors have been introduced in Australia since 1991 and are mainly contained in sections 180 to 183 of the ACA. In addition to common law relief, additional consequences, such as civil penalties, disqualification orders and criminal convictions, may stem from breaches of the statutory directors’ duties. The Australian approaches differ from the UK’s in that the statutory duties in the ACA have effect in addition to the existing common law and equitable principles and therefore the common law rules and codifying statute can be used together to develop the law [40] .

“An example of a director being held liable for all three types of actions occurred in South Australia State Bank v Clark [41] . In that case, the CEO was held liable for breach of negligence (a common law duty), breach of equity through a conflict of interest and contravening his statutory duties as a director.” [42]

V. Breach of duties and exception to it.

“This section considers precisely what the courts can do in response to quash the exercise, or purported exercise, of power by a fiduciary. It does not address the personal liabilities which attach to the holder of the power or those who dealt with him. The pattern of these responses is clear: as should be expected, they reflect the reasons why some exercise or purported exercise of a power may be impugned.” [43]

A classic example of this is Cloutte v. Storey [44] , a power of appointment was purportedly exercised over a trust fund, but the appointment was actually in fraud of the power. The beneficiaries in default of appointment claimed that they were still entitled to the fund as against the assignee of the purported appointee. They won: the purported appointment was void, and so created no equitable title to the fund. The Court of Appeal did recognise, however, that if legal title to the trust assets had been transferred to the purported appointee, that would have been effective, and an assignee of that legal title might be able to make out a defence of bona fide purchase of the legal title for value without notice, so as to defeat the equitable rights of the beneficiaries in default of appointment. In fact, this is the consequence precisely presaged in Cloutte v. Storey [45] . That case considered (albeit strictly obiter) the exercise of a power to appoint a legal estate in land, as was possible before 1926, [46] rather than a power to allot and issue shares. Still, the key point for present purposes is that Farwell L.J. explicitly addressed the improper exercise of a legal power – a power which operates to create a legal proprietary interest. He confirmed that such an exercise of the power would be voidable: as a matter of authority, equitable doctrine did not go to define the scope of the power, so equity had to recognise the effect of the power to create new legal property and then reverse that effect.

这方面的一个经典例子是Cloutte v. Storey[44],任命权据称是对信托基金行使的,但任命实际上是对权力的欺诈。未获任命的受益人声称,与所谓被任命人的受让人相比,他们仍有权获得基金。他们赢了:所谓的任命是无效的,因此对基金没有公平的所有权。上诉法院也承认,如果信托资产所有权转移到所谓的任命,这将一直有效,和法定权利的受让人可以提出一个法定权利的保护善意购买价值不另行通知,从而破坏受益人在无任命情况下的公平权利。事实上,这正是Cloutte v. Storey[45]中预言的结果。该案件考虑的是(尽管严格严格)行使在土地上指定合法产业的权力(1926年以前是可能的),而不是分配和发行股份的权力。尽管如此,就目前的目的而言,关键的一点是法威尔·l·j明确地解决了不正当行使法律权力的问题——一种产生合法所有权利益的权力。他确认,这种权力的行使是可以撤销的:作为权力的问题,公平原则没有去定义权力的范围,所以衡平法必须承认权力的影响,创造新的法律财产,然后扭转这种影响。

As per “The Corporations Act 2001 liability is imposed on a director of a company when:

a) The company is insolvent at the time that the debt was incurred; or b) Where reasonable ground exist with director’s awareness that the company was, or may become, insolvent due to of incurring the debt, often referred to as “insolvent trading”. Upon directors finding that the company cannot pay its debts company is required to:

a) Appoint an administrator;

b) Apply to the Court for the appointment of a provisional liquidator; or

c) Apply to the Court to wind up the company and appoint a liquidator.

Despite the fact of having more assets than Liabilities Company can still be declared insolvent. In Re Ipcon Fashions Ltd [47] , it was held that Director’s cannot sell company’s asset to save their and their employees jobs. However, in Re CU Fittings Ltd [48] , it was stated, sale entitli

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