Business Law assignments can be quite challenging and daunting. The complexity arises from understanding the facts of a particular case and deliberating on how the applicable statutory provisions would fit in the same.
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Have a look at an extract of an assignment we did for a client. The case study at hand was Pandora Diamonds and Gems Pty Ltd vs. Brian.
Studying the present case:
The quorum for the meeting of the Board of Directors is 2 and the quorum must be present at all times during the meeting. (S. 248F of Corporation Act, 2001). So we cannot consider Elizabeth while calculating the quorum, as she was not present at the meeting.
It was Brian’s duty to disclose, in the meeting of the Board of Directors, that he was a major shareholder in Space Solutions Pty Ltd. (s.191 of Corporation Act, 2001)
Also, a resolution of the directors must be passed by a majority of the votes cast by directors entitled to vote on the resolution (S. 248G of Corporation Act, 2001). This excludes the interested directors from being considered. So we cannot consider Adrian and Brian to be a proper quorum for the board meeting as Brian is an interested director here.
Therefore, in the light of the above provisions, and the circumstances of the present case, we can say a proper quorum was not present at the meeting and hence every decision taken at the meeting would be null and void.
Brian’s decision to set up his own business as a jewellery wholesaler and to enter into a contract with Victor for the supply of jewellery violates the below provisions:
As the existing director of Pandora Diamonds and Gems Pty Ltd, Brian should have shown good faith in the best interests of the corporation and for a proper purpose, while exercising his powers and discharging his duties as a director. (s. 181 of the Corporations Act, 2001)