APPALLING ORDEAL APPALLING ORDEAL

1 APPALLING ORDEAL APPALLING ORDEAL “This case has been adjourned to a date, to be communicated to the various counsels pronto. The accused shall be held in the San Quentin penitentiary prison as investigations continue.” Justice Lydia Mount concluded her verdict, striking the gavel gently onto her desk. I was led to the awaiting prison transport vehicle, and later ending up in the historical San Quentin prison. On the night of 24th February 2015, while heading back home, I passed through a poorly lit alley leading to the slums of Los Angeles where my humble aboard is. Walking through this path, I was full of spirits, for, after such long hours at work, I headed back home to a loving wife and two-month-old daughter, Nerissa. Some five strides before me lay a man in a pool of blood. The body seemed lifeless. Concerned, I hurried towards him only to confirm my worst of fears. The man was dead, two bullet holes through his chest. I was astonished that I had not even the tiniest of ideas on what to do. Some few moments later, I was in a police vehicle, handcuffed—the car headed to my home, accused of first-degree murder. My little cottage was ransacked by these two police officers who were so rogue in their handling the so-called search for evidence linking me to the killing. The mattress where innocent Nerissa laid was turned in an incautious manner leaving the little being at the mercy of the hard floor. My wife Suzy protested at this only to receive a slap loud as a clap which stung her face. And it had left a red welt behind. Just below her eye was a small cut where the ring had caught her. She staggered backward, clutching her face, eyes watering. Five years in prison, awaiting the so long investigations to be completed, today I stood at the dock once again, a death sentence lingering in my brains. Nothing seems to be making sense to me, the courtroom is so full, and all I can see are unclear figures of people in the courtroom. “All of the evidence leads to the accused being guilty of first-degree murder.” My heart sank. I was headed for the gallows. “But,” continued the judge. “The witnesses accounts don’t add up, and therefore I find the accused innocent of the charges leveled against him.” I felt a spasm of joy in 2 APPALLING ORDEAL my heart; all this was unbelievable; my eyes teared dry. The frame-up had failed. I walked back home to an empty house; my wife couldn’t take the loneliness she had gone through the five years, and she had decided to leave, thanks to the perpetrators of the frame-up. .  Question 1 – complete both A, B, C and D – Question 2 – complete A and B – Bibliography and Referencing are NOT required. However academic penalties will apply where exam answers show evidence of plagiarism or collusion. – Students are to type their answers to both questions as a Word document and submit this file to Turnitin via the link on the Moodle page. Students must clearly indicate the question number (and parts A,B,C, or D) at the top of their answers. Students must type their Student ID and Full Name into the header or footer of their exam answer. Students must save their exam answer with a file name that indicates their student ID and name (e.g. 12345678_JohnSmith.docx) before submission to Turnitin. – The Turnitin submission link for the take-home exam will appear at the top of the Moodle page for BUS200. – ALL STUDENT EXAM ANSWERS MUST BE SUBMITTED VIA THE TURNITIN LINK ON MOODLE BY SUNDAY 14 JUNE 5PM. No extensions of time will be permitted. T120 BUS200 Law of Business Organisations Final Examination Page 1 of 3 Question 1. (25 marks) Truth Enterprises Ltd (Truth) is a company that was incorporated in 2008. The constitution of Truth has the following stated object: “the business of the company is to invest in online retail fashion stores”. Truth has three directors, Rhonda, Maria and Miranda, who together own 20% of the company’s shares. The remaining shares are split equally between four investors: Mr JJ, Mrs Cale, Mr Giuseppe and Dr Rice. Since incorporation, Truth has not returned a great deal of profits to members. Mrs Cale, Mr Giuseppe and Dr Rice think they have an idea to greatly enhance the profitability of Truth. They put forth a proposal at a members’ meeting that Truth should purchase a number of high-end retail fashion stores (i.e. “bricks and mortar” businesses). Rhonda, Maria and Miranda are not keen on the members’ proposal. However, the three directors are informed that they will be removed from the Board if they do not comply with the proposal of Mrs Cale, Mr Giuseppe and Dr Rice. Although Mr JJ does not support them, Mrs Cale, Mr Giuseppe and Dr Rice have sufficient voting power together to action the removal of the three directors. Therefore Rhonda, Maria and Miranda feel compelled to act in accordance with the wishes of the 3 shareholders. Question 1: Answer all parts A, B, C and D A). Identify which section of the Corporations Act 2001 (Cth) gives members the power to remove directors in a company such as Truth Enterprises Ltd (1 mark). B). Identify which section of the Corporations Act 2001 (Cth) gives members the power to appoint a new director in a company such as Truth Enterprises Ltd (1 mark). C). What are the requirements to be appointed as a director? Refer to the relevant sections of the Corporations Act 2001 (Cth) in your answer (3 marks). D). Discuss the consequences of a breach of constitutional objects for Truth Enterprises Ltd and its directors and shareholders, making reference to the relevant sections of the Corporations Act 2001 (Cth) (20 marks). T120 BUS200 Law of Business Organisations Final Examination Page 2 of 3 Question 2. (25 marks) Fenner Fashions Ltd designs fashion items, including clothing, accessories and cosmetics. Fenner Fashions has three directors on its Board, and these directors are also directors of a subsidiary company of Fenner Fashions called Mean Beanies Pty Ltd (Mean Beanies). The three directors are majority shareholders in both Fenner Fashions and Mean Beanies. During August of 2019, Mean Beanies contracts with another company, No Sale Pty Ltd, for the purchase of goods to the value of $250,000. In due course, No Sale Pty Ltd fails to deliver the goods to Mean Beanies, and the company does not refund any money to Mean Beanies. The three directors of Mean Beanies decide not to commence legal action to recover the $250,000 from No Sale Pty Ltd. They simply advise: “it would not be an advisable course of action”. This decision results in a major loss for Mean Beanies that also has a serious financial effect on Fenner Fashions. The minority members of both Fenner Fashions and Mean Beanies are concerned with the way the company is being run by the 3 directors, and so they seek legal advice. Question 2: Answer both A and B A). Outline the liability of the directors in terms of their duties under the Corporations Act 2001 (Cth). Have the directors breached their duties to either Fenner Fashions or Mean Beanies? (10 marks). B). Identity the possible remedies that the minority members could seek against Fenner Fashions and Mean Beanies. Consider whether the minority members are likely to be successful (15 marks)