Ownership of a Company

Ownership of a Company Introduction In this assignment, I will be discussing about the scenario and the legal areas in which someone members may have been in breach of. I will also be deliberating whether if Susan as a shareholder, may also have liability as a director within the company and if he has breached any of her statutory duties. Body [1]Under the Companies Act 2006, the duties and responsibilities of a company director(s) has been set out in this Act. Under sections 171-182 of the Act, it provides the possibility and nature of these, by listing a clearly what the fiduciary obligations of the directors are. The Act frameworks the statutory government for the duties of directors, that entails the seven principles that are a necessity obligation for directors. A Company Director(s) is a person or people whom are chosen to manage the companys affairs, activities and financial state, to guarantee that all legislative requirements of the company, is met. Director(s) must be sure to act legitimately and reliably, and make decisions that will profit not only the company, but the members within the company too. It is the duty of the Director(s) to make sure that the company triumphs by attaining its corporate purposes. Under sections 170-172 Companies Act 2006, company directors have an obligation to act by means of how far it can go. [2]In the case of Re Smith Fawcett Ltd [1942] 1 All ER 542, which is very significant under section 172 of the Companies Act 2006, which concerns the importance of the interests of the company. Article 10 states that company executives could decline to enlist share exchanges. Mr Fawcett, one of the two executives and shareholders, had passed on to Mr Smith who is another executive of the company, declined to enlist an exchange of shares to the late Mr Fawcetts agents. Also in the case of [3]Percival v Wright [1902] 2 Ch 401 it was held that the duty of care wasnt to the shareholders but to the company itself. Swinfen Eady J made the following statement, It was strenuously urged that, though incorporation affected the relations of the shareholders to the external world, the company thereby becoming a distinct entity, the position of the shareholders inter se was not a ffected, and was the same as that of partners or shareholders in an unincorporated company. I am unable to adopt that view [4]A large portion of the shares were purchased, and the other half offered to the initiators. This case was held by Lord Greene that without mala fides, this was appropriate. Privately owned businesses are much more analogous to partnership than to public companies. He made this statement, [5]The principles to be applied in cases where the articles of a company confer a discretion on directors are, for the present purposes, free from doubt. They must exercise their discretion bona fide in what they consider not what a court may consider is in the interests of the company, and not for any collateral purpose. Under section 176 of the Companies Act 2006, Susan has an obligation to avoid undisclosed profits. [6]As demonstrated in the case of Boston Deep Sea Fishing and Ice Co V Ansell (1888) 39 Ch D 339, it is obvious that a business who rejects a representative wrongfully, will effectively protect the claim on the off chance that it in this way reveals proof of prior gross unfortunate behaviour by the worker, regardless of the possibility that it was unconscious of the offense when it fired the representatives work. The issue for this situation was whether a similar guard applies where the business has neglected to make a PILON as per the terms of an agreement of work. [7]The Court of Appeal held that, without authoritative arrangements despite what might be expected, the business was not qualified for maintaining a strategic distance from the results of selecting, to practice the PILON clause on revelation that an outline expulsion could have been supported. It will only be right for Susan to return any profits that was made from this, back to the business. She has also breached her duty under section 182 and under section 172 of the Companies Act 2006, which is failing her duty to promote the success of the business. [8]Under section 174 of the Companies Act 2006, Clayton is in possible break of his obligation to practice with reasonable care, skill and diligence. [9]This was first set out by Romer J in the case of Re City Equitable Fire Insurance Co [1925] Ch 407, were the case was regarding the duties of directors and precisely the duty of care of these directors. This is to express that if a director for example is to be an expect in the field area of computers such as Clayton, who is a Software Engineer, the standard or care and knowledge that will be expected from him and toward his duties, will be that of a person who has high knowledge in this area. Clayton is an expect with computers so in this case, he has an expect in this area and as the director of the company, and obliged to follow his duties, he shouldnt have allowed himself to be distracted and completed the task to the best of his abilities, by carefully checking that the computers are full functioning. Not only was he unprofessio nal in his duty, he was cost the company a loss, as the computers are worthless. As developed in Re DJan of London Ltd [1994] 1 BCLC 561, directors are obliged to perform unbiased duty of care, founded on what must is deemed rationally and anticipated of a director. Similar standards was raised in the cases of [10]Dorchester Finance Co Ltd v Stebbing Ors[1989] BCLC 498, were Dorchester Finance which had gone indebted, made a claim against Mr Stebbing and two other non-official executive bookkeepers who regularly marked limitless tickets to ride which were later countersigned by Mr Stebbing. It was held that executives of a business will undoubtedly act in compliance with common decency and considering a legitimate concern for the business. They additionally needed to show such ability and care as ought to be sensibly anticipated from individuals with their insight and experience. Glen has breached his duties under the Companies Act 2006, section 177. Glen owns a duty of care to reveal her interest in the proposed contract. Glen didnt act in good faith but rather, found a way to con more money out of the company. Members of Wireless Us Ltd, may choose to ratify the contract based on misconduct by the [11]director amounting to negligence, default, breach of duty or breach of trust in relation to the company. As Glen failed to declare any profit that was made from this transaction, he is liable to make sure that all profits made has be paid directly back to Wireless Us Ltd. This was similarly demonstrated in the case of [12]Regal (Hastings) Ltd v Gulliver [1942] UKHL 1, that involved the regulation contrary to executives from captivating company chances in desecration of their obligation of allegiance. In this case the court held that, if a director takes advantage of a prospect, the director has breached his duties even if he was caught before being able to tak e advantage. Equally to what I stated earlier, the breach can be authorised. It must be distinguished that under section 182 of the Companies Act 2006, Glen obligates a criminal offence if he fails to unveil his interest with the ongoing contractual agreement. You could also say that both Susan and Glen, are both in breach of section 174 of the Companies Act 2006. As well as be in breach of exercising the independent judgment, under section 173 of the Companies Act 2006. The lawful results of the scenarios and conceivable remedies include: Ratification by individuals, under section 1157 of the Companies Act 2006 alleviation from court, and under section 175 of the Companies Act 2006 which is the capacity for executives to approve. It is vital to note that under section 232 of the Companies Act 2006, the organisation is restricted from giving directors repayment in regard of rupture of obligation. Cliff, Glen and Clayton own a duty of care to Faith to treat her equally as they do with other members with the Company. [13]As directors of the company, they are breaching their executive obligation by not acting accordingly to their position. It is the duty of the directors to make sure that they provide their employees with the resources they need, in order from them to able to do their job as per instructed. Under the Companies Act 2006, it is obligatory that the directors to respect the interests of their employees. Meaning that, they must listen to the request of their employees, as well as take into consideration anything they may request for, especially if the request made is in benefit of the company, and if their will also impact the outcome of their job performance. Shareholders and executives have two totally unique parts within a corporation. Shareholders only own the company by their possession of the shares that they have bought within the company. Whilst directors, are those that manage the cooperation and, have a say in how its operated. Unless it has been stated otherwise, a shareholder shouldnt and neither does it have right to act as a director. The same applies to that of a director. In this case, doesnt have any liability as the director or the company, as it is specified that she is only a shareholder. [14]The partition in law amongst executives and shareholders can bring about disarray in privately owned businesses. On the off chance that a few people set up a business together they regularly consider themselves to be accomplices in the business. That relationship is frequently spoken to in a business, by them all being both executives and shareholders. The issue with this is that, Company Law requires a few choices to be made by the executives in executive gatherings and others to be made by the shareholders, by composed resolutions or by resolutions at a general gathering. In a rather off chance way, you could say that shareholders do have a say in the companys management/decisions as under the Companies Act 2006, when it comes to some choices such as changing the articles with in company, the executives of the company cannot do so, without consulting and getting consent, from the shareholders. Conclusion Under section 40 of the Companies Act 2006, it is intended to manage the cost of assurance to guiltless third party, that go into exchanges with the business, and gives that, for a man managing a business in accordance with some basic honesty, the force of the executives that tie with the business, or approve others to do as such, is esteemed free of any restriction under the business constitution. A third party will automatically assume that the directors of the company have some sort of authority to bind the company, with there is no establish power in the company. This is a typical entanglement executives fall into and convey chance they may not by any means figure it out. Company executives will owe a trustee obligation and an obligation of care, regardless of whether this is set out in their contractual agreement. These obligations apply to both official and non-official executives. The statutory obligations supplant many existing precedent-based law and even-handed standards. The statutory obligations are owed to the business and only the business will have the capacity to authorise them. Bibliography Companies Act 2006 Section 239, (legislation.gov.uk) accessed 18 December 2016 Duties and Personal Liabilities of A Company Director, accessed 18 December 2016 In Re Smith and Fawcett Ltd: CA 1942, (Company, 22 August 2016) accessed 18 December 2016 Kershaw D, Company law in context: Text and materials (2nd edn, Oxford University Press 2012) 335 Boston deep sea fishing and ice Co v Ansell: CA 1888, (Agency, 9 July 2015) accessed 18 December 2016 Belcher A, Directors decisions and the law: Promoting success (Routledge 2013) 78 MÃ ¤ntysaari P, Comparative corporate governance: Shareholders as a rule-maker (Springer-Verlag Berlin and Heidelberg GmbH Co. K 2005) 182 Regal (Hastings) Ltd v Gulliver: HL 20 Feb 1942, (Company, 28 July 2016) accessed 20 December 2016 Hannigan B, Company law (Oxford University Press 2015) Worthington S, Sealy Worthingtons text, cases, and materials in company law (Oxford University Press 2016) 338 [1] Duties and Personal Liabilities of A Company Director, accessed 18 December 2016 [2] In Re Smith and Fawcett Ltd: CA 1942, (Company, 22 August 2016) accessed 18 December 2016 [3] Sarah Worthington, Sealy Worthingtons text, cases, and materials in company law (Oxford University Press 2016) 338 [4] In Re Smith and Fawcett Ltd: CA 1942, (Company, 22 August 2016) accessed 18 December 2016 [5] David Kershaw, Company law in context: Text and materials (2nd edn, Oxford University Press 2012) 335 [6] Boston deep sea fishing and ice Co v Ansell: CA 1888, (Agency, 9 July 2015) accessed 18 December 2016 [7] Boston deep sea fishing and ice Co v Ansell: CA 1888, (Agency, 9 July 2015) accessed 18 December 2016 [8] Alice Belcher, Directors decisions and the law: Promoting success (Routledge 2013) 78 [9] Petri MÃ ¤ntysaari, Comparative corporate governance: Shareholders as a rule-maker (Springer-Verlag Berlin and Heidelberg GmbH Co. K 2005) 182 [10] Dorchester Finance Co Ltd v Stebbing Ors[1989] BCLC 498 [11] Companies Act 2006 Section 239, (legislation.gov.uk) accessed 18 December 2016 [12] Regal (Hastings) Ltd v Gulliver: HL 20 Feb 1942, (Company, 28 July 2016) accessed 20 December 2016 [13] Brenda Hannigan, Company law (Oxford University Press 2015) [14] Brenda Hannigan, Company law (Oxford University Press 2015)

Hip-Hop and R&B Essay

It is safe to say that expressing oneself is exerted differently amongst individuals and forms, and in many cases an art is created. The list of different art forms, artists, art-type etc. extends, and a popular art form on this list includes music. Music is a category in relation to art, but also contains many categories within itself. It is a broad subject that connects from: Country, Pop, Gospel, Opera, Hip-Hop, Rap, Tech, R&B etc. I am an individual who sees the beauty and greatness in all music, but happens to be passionate about two particular genres previously listed. R&B and Hip-Hop are two genres of music that are capable of dissection into small details, separating their differences and similarities. When I listen to and/or observe these two genres, I tend to notice certain contrasts and comparisons. The two music genres, Hip-Hop and R&B, share many similarities and differences especially involving the formatting, lyricism, and tone and/or melodies. Hip-Hop and R&B songs are both constructed with different instrumentals, but sometimes vary in style. R&B songs tend to portray more of a relaxed, sensual feel, whereas Hip-Hop songs are more for dancing actively. Two of my favorite R&B and Hip-Hop songs at the moment, â€Å"Paint This House† and â€Å"Senile†, exemplify this. In these songs, like many others, certain keys are used promoting a base sound. Base appears often in Hip-Hip songs, and is usually recognized by its distinct sound in relation to a â€Å"boom† noise. Parties and clubs show how this sound incorporated with music affects people. Along with the crowd, the Hip-Hop songs’ instrumentals, inclusive of a base, makes people want to dance; as also, the case with me. The instrumental also plays a role in the vocalization of a song, leading to an artist’s approach to the song. When I hear certain R&B beats, I automatically think of how I would sing on it and lyrics. The simple formation of the instrumental affects my mindset and mood, leading to sadness, anger, or happiness etc. related lyricism. The occurrence of these emotions in songs could also display its genre. Various artists belonging to these groups outline their songs based on their  genre. The artist’s genre affects the song’s lyricism with the two genres’ different purposes. There have been countless times that I have altered the way I sing or rap a song, because of its genre amplifying or altering my mood. A television show I watched one time, broadcasted an interview with the R&B artist Brandy; an interview in which Brandy exemplified how the instrumental she received, moved her and in a sense, her voice. Most Hip-Hop artists’ songs differ in lyricism from R&B songs, to appeal to different audiences. Some people only enjoy certain types of music, leaving the void filled by artists that make such songs. Certain vocalization could also prove to attract people, like high-pitched vocals on songs. With the exception of a rapper on an R&B song, singers display more vocal-play on songs. With the melodies singers create, R&B songs differ from Hip-Hop songs; though Hip-Hop artists sometimes create melodies without always singing. Pop and rap songs played on the radio today provide examples of a method of singing, without having to actually sing much; this method is known as Auto-tune, which makes a computerized noise. A singer can also create a Hip-Hop song, though Hip-Hop songs are usually rap-oriented. Different R&B artists have experimented with rap in their music, reciting rap-influenced lyrics with a melody. Various cases even show how singers use Hip-Hop instrumentals at times, but sing personal, self-written, or unrelated lyrics. I have covered songs with friends in which I sang and was at an advantage on certain vocal parts, seeing as how I naturally sing. This ability allows me to alter songs in a different way, including Hip-Hop songs. ​Music is one factor possessing the ability of creation through countless amount of ways. A slight noise could trigger my instinct to create a melodic beat from it, and sing random lyrics. This effect is not only the case with me, but many musical geniuses existing today or previously. Music serves as a stress-reliever, escape etc. so it ultimately affects the production of a song. It is these changes in the formation, that leads to noticeable similarities and differences of a song. The music genres, Hip-Hop and R&B, play a major role in society differentiating whilst also relating; this, in terms of different factors shaping the production of a song. To make a song,  many aspects could be assessed connecting from choice of words, beat etc. These particular aspects are the main ones I pay attention to when listening to music, providing a platform in which to compare and/or contrast in many ways.

Things fall Apart and Okonkwo; A Classic Greek Tragedy and...

Things Fall Apart and Okonkwo; A Classic Greek Tragedy and Tragic Hero Both the novel Things Fall Apart by Chinua Achebe, and its main character Okonkwo closely adhere to the definitions of a classic Greek tragedy and a typical tragic hero. First of all, Okonkwo is a tragic hero by the Greek definition. While Okonkwo wasn’t born to a nobleman or king (as the definition of a tragic hero states), he was a man of high status and respect in his community, as Obierika stated near the end of the book. â€Å"That man was one of the greatest men in Umuofia.† (Achebe 208). Second, the novel follows the format of a Greek tragedy by presenting Okonkwo as a mixed character. He was a mixed character in that he was neither thoroughly good nor thoroughly†¦show more content†¦Okonkwo knew how to kill a man’s spirit.† (26). His dismissiveness towards this man is just one example of his hubris. The next part of a Greek tragedy, is the tragic hero’s moment of recognition of â€Å"the truth of his situation and/or of his identit y.† Okonkwo’s moment of recognition came when he realized that his people weren’t going to fight back against the white men and their religion. The arrival of these foreigners and their strange religion had brought the death of his clan and way of life with them. â€Å"Okonkwo was deeply grieved. And it was not just a personal grief. He mourned for the clan, which he saw breaking up and falling apart, and he mourned for the warlike men of Umuofia, who had so unaccountably become soft like women.† (183). At this point in the story of Okonkwo, he realizes the grim truth about the fate of his culture and people. Finally, Things Fall Apart, the story of Okonkwo, adheres to the model of a classic Greek tragedy in that it has a final katharsis, or â€Å"tragic representation of suffering and defeat that leaves an audience feeling, not depressed, but relieved and even elevated,† (Greek tragedy and tragic hero explanation sheet). Things Fall Apart’s katharsis, or emotional relief came when Okonkwo killed himself. Although such an event may seem like something that would make the reader feel defeated and depressed, it was through his suicide that Okonkwo made one final protest or stand against the white man. His suicide also allowed himShow MoreRelatedOkonkwo as Classic Greek Hero in Chinua Achebes Things Fall Apart1730 Words   |  7 PagesOkonkwo as Classic Greek Hero in Things Fall Apart      Ã‚  Ã‚   A sense of foreboding envelops us from the first. We sense all will not end well for Umuofia. The chill of fear grips us as the world of Okonkwo and his clan truly falls apart. Okonkwo will need all of his power to fight the forces against his world, but tragically he is crippled by the most destructive malady of all, fear of himself. Achebe employs the form of classical Greek tragedy to tell his African tale of the rise and fall ofRead More Okonkwos Tragic Flaws in Chinua Achebes Things Fall Apart Essay3094 Words   |  13 Pagesparticular individuals or those they influence. Classic characters, like Odysseus and Oedipus for instance, exemplify the excess of some positive character trait, like pride or honesty, which ironically leads to their personal misfortune. Throughout literary history, particularly within Grecian writings and apparently still evident in todays international pieces, there exists continuity within the human fear of failure. Chinua Achebes novel, Things Fall Apart, details a remote native African societyRead MoreThe Tragic Hero Of Chinua Achebe s Things Fall Apart1522 Words   |  7 PagesAristotle, a Greek philosopher, defines a tragic hero â€Å"as a person of noble or high status who displays a tragic flaw hamartia, and experiences a dramatic reversal peripateia. In addition, his downfall is often preceded by self-realization†. In Things Fall Apart, the author uses Okonkwo, to illustrate the downfall of pre-colonial Ibo society. In the beginning, Okonkwo was destined for greatness. He was strong, economically stable, and had a huge influence over the village’s affairs. One may sayRead MoreEssay on Things Fall Apart, by Chinua Achebe3009 Words   |  13 Pageswith cultural identity in colonized societie s and the ways in which writers articulate that identity. Things Fall Apart is a good novel that serves as a reminder of what Nigeria once was. It shows how a society can deal with change, how change affects the individuals of that society, and how delicate a change can be; so much so that the people themselves are surprised at the change. Things Fall Apart is an English novel by the Nigerian author Chinua Achebe which was published in 1957. Throughout the