A.Directors Duties

1.What are the sources of directors' duties?

2.What are directors' general law duties and statutory duties under corporate law?

3.Explain the concept of fiduciary duty and to whom are such duties owed in corporate law?

4.What remedies ae available for breach of fiduciary duty?

5.What remedies ae available for breach of directors' duty under corporate law?

B.Membership Rights and Meetings

1.What is the distinction between management and membership of a company? How are their roles and powers different?

C.Members Remedies

2.What remedies may a member seek in respect of a breach of the company's constitution?

3.Explain the principle of fraud on the minority. How is it different from minority oppression?

D.Problem Questions:

1.The N.S.W Hurling League Ltd, is a company that is established to conduct hurling competitions in Sydney between district hurling clubs. There are currently eleven clubs in the competition, and each club has nominated two representatives to be members of the league. Involvement in the Sydney competition brings in much of the clubs' revenue. After the 1998 season, the directors of the league were concerned that the high number of clubs in the competition had had unsatisfactory consequences, for example, that the season had been too long, and that the players had become exhausted from having to play so many games. Prior to the commencement of the 1999 season, the League's Board of Directors resolved that the competition be reduced from eleven to ten clubs, and that the application of the Lindfield Hurling Club (the Lindfield Mashers) for entry into the 1999 competition be refused. All members of the Board understood that elimination from the prestigious competition would effectively destroy the club. Ken (Crusher) and Bill (Biffo) Bucket are members of the League, representing the Lindfield club. They apply to the Federal Court for an order against the League under s232.

ADVISE Ken Crusher and Bill Bucket if will be successful in obtaining an order against the League under s232.

2.Easy Ltd is a company that manufactures and sells golf clubs. The directors of the company are Dong and Anurpreet.Easy Ltd sold Fines Pty Ltd a piece of land at a price of $15,000. However the property's market value is $25,000. Dong is a majority shareholder of Fines Pty Ltd.

a)Do the directors need to get members approval for this transaction to proceed?

b)What duty has been breached?

Please help me with this .