BLAW211: Directors
Who is a Director, s126
a person occupying the position of director by whatever name called is always classed as adurector
- exercises/controls powers that otherwise would be exercised by the Board
- power or duty of the Board has been directly delegated
Board of Directors, s128
- Cant be director if under 18, bankrupt, offence under Comp Act 55 or 93, crime involving dishonesty under Crimes Act 1961, inside trader, disqualified by constitution
Personal Liability of Directors
- incorrect carry out of distribution, redemption of shares, financial assistance. Distribution made when Board not satisfied company satisfy solvency test
- s300 comp in liquidation & fail to keep proper accounting records
Director Liability outside Comp Act
- Tortious (negligence, defamation)
- Statutory (Fair Trading Act or FMCA)
Fair Trading Act 1986
- common course of action against directors
- s9 misleading or deceptive conduct
- liable if engaging in misleading or deceptive conduct
Directors Protection
- Insurance
- Require Authorisation in the Constitution