Write a 7 pages paper on advise popper and brown as to whether they have breached any of the directors duties owed to electronics ltd. “A person who accepts the office of a particular company undertakes the responsibility of ensuring that he or she understands the nature of the duty of a director is called upon to perform. That duty will vary according to the size and business of the particular company and the experience or skills that the director held himself or herself out to have in support of appointment to the office.”
1. While Popper did not form his own company to transact or sell the property to Electronics, he is personally linked on the first degree to the vendor – his daughter who owned the land. Popper breached his director’s duties to Electrics Ltd by allowing the company to buy a land which will soon devalue. Had he not been aware of the zoning regulation that will lessen the value of his daughter’s property, he still acted with negligence on the matter because had the seller been another unknown person to him, he could have acted otherwise.
Brown, on the other hand, has relegated his duty as a senior officer or board member of Electronics Ltd. by endorsing the board decision when in fact, he was aware of the conflict of interest on the part of Popper.
It is provided for in the general law and statutory law that the director’s duties of a company or corporation require two broad categories—(1) care, skill and diligence, and (2) loyalty and good faith.’ .
2. Popper and Brown and other officers of Electric Ltd are under both common law and statutory duties to exercise reasonable care and diligence.3 This is explicitly specified in s 180(1) of the Corporate Act and the general law. According to Vines v ASIC4, Lagunas Nitrate Co v Lagunas Syndicate5, there is no substantial difference in s 180(1), common law tort of negligence and the equitable law duties.
In the case of Daniels v Anderson6, the decision of the Court of Appeal indicated that the directors of listed companies are required to take reasonable steps to guide and monitor the management of a company.