Test Bank for Company Law Latest Update 2025 Fully Solved
Facts of Salomon - Answers
Arguments (Salomon) - Answers
Outcome (Salomon) - Answers
UK HL said:
(Salomon) - Answers
Facts of Lee - Answers
Issue/arguments
(Lee) - Answers
Outcome (Lee) - Answers
Facts of Macaura - Answers
Outcome of Macaura - Answers
South Pacific Airlines test:
(Is name offensive?) - Answers Consider:
- Obscene?
- Would it give offence to a friendly country?
- Would it offend public policy?
- Would it give offence to a particular section of the community or a particular religion?
Australian Securities
(talking about shadow directors) - Answers Don't have to instruct them on everything, only when you do
instruct them they respond (getting idea that you may instruct them for certain decisions are not others.
Also don't need formal instructions) (Aus case with sim leg)
Buzzle Operations (Aus)
(talking about shadow directors) - Answers Sometimes banks etc may want to have a close idea about
what a board is doing and may want to give advice. E.g. if bank gave advice - 'reduce the overhead' they
will probably follow this advice because bank is the lender - just because of this - not shadow directors.
Facts of Colman v Myers - Answers
, Exceptions to fiduciary duties
(Colman v Myers) - Answers
Hedley 1 Facts: - Answers
Hedley 1
Three objective considerations: - Answers
Hedley 1 Outcome: - Answers
Sojourner v Robb - Facts - Answers
Sojourner - Outcomes - Answers - Won't second guess commercial decisions unless it was an action that
no director with any understanding of fiduciary duties would have taken (objective bit)
Piercy v Mills
(s133 - powers to be exercised for proper purpose) - Answers - D issued shares to themselves to increase
their own voting power a share holders
- Improper shares cancelled
Hogg v Cramphorn
s133 - Answers - Take over bid
- Directors issued shares to friendly shareholders to protect the directors
- Issue invalid
Howard Smith Ltd v Ampol Petroleum Ltd
s133 - Answers (UKHL takes a wider approach to reasons for issuing shares)
- Company needed more capital
- Struggle between share holders
- Maj offered to buy out all other shareholders but the directors thought it was too low and wanted the
minority share holder to counter offer
- Maj: we wont accept
- Directors issued shares to minority making them the majority
- Used to change balance of power as well as raise money
>> Ok as the dominant purpose was to raise money
Facts of Salomon - Answers
Arguments (Salomon) - Answers
Outcome (Salomon) - Answers
UK HL said:
(Salomon) - Answers
Facts of Lee - Answers
Issue/arguments
(Lee) - Answers
Outcome (Lee) - Answers
Facts of Macaura - Answers
Outcome of Macaura - Answers
South Pacific Airlines test:
(Is name offensive?) - Answers Consider:
- Obscene?
- Would it give offence to a friendly country?
- Would it offend public policy?
- Would it give offence to a particular section of the community or a particular religion?
Australian Securities
(talking about shadow directors) - Answers Don't have to instruct them on everything, only when you do
instruct them they respond (getting idea that you may instruct them for certain decisions are not others.
Also don't need formal instructions) (Aus case with sim leg)
Buzzle Operations (Aus)
(talking about shadow directors) - Answers Sometimes banks etc may want to have a close idea about
what a board is doing and may want to give advice. E.g. if bank gave advice - 'reduce the overhead' they
will probably follow this advice because bank is the lender - just because of this - not shadow directors.
Facts of Colman v Myers - Answers
, Exceptions to fiduciary duties
(Colman v Myers) - Answers
Hedley 1 Facts: - Answers
Hedley 1
Three objective considerations: - Answers
Hedley 1 Outcome: - Answers
Sojourner v Robb - Facts - Answers
Sojourner - Outcomes - Answers - Won't second guess commercial decisions unless it was an action that
no director with any understanding of fiduciary duties would have taken (objective bit)
Piercy v Mills
(s133 - powers to be exercised for proper purpose) - Answers - D issued shares to themselves to increase
their own voting power a share holders
- Improper shares cancelled
Hogg v Cramphorn
s133 - Answers - Take over bid
- Directors issued shares to friendly shareholders to protect the directors
- Issue invalid
Howard Smith Ltd v Ampol Petroleum Ltd
s133 - Answers (UKHL takes a wider approach to reasons for issuing shares)
- Company needed more capital
- Struggle between share holders
- Maj offered to buy out all other shareholders but the directors thought it was too low and wanted the
minority share holder to counter offer
- Maj: we wont accept
- Directors issued shares to minority making them the majority
- Used to change balance of power as well as raise money
>> Ok as the dominant purpose was to raise money
