Since 2005, Lila Moss has been the senior wedding planner with Bossy Brides Pty Ltd (Bossy Brides). According to Lila's employment contract, she must not compete with Bossy Brides following her resignation from the company, which includes 'Setting up a similar business within a 50km radius of Bossy Brides for a period of 12 months'.

After her resignation, one of Bossy Bride's Directors is shocked to discover that a new company was registered by Kate Moss (Lila's mother) and that this company, calledBridezillas Pty Ltdpromised to 'make every bridezilla's wedding dreams come true'.The board of directors suspect thatBridezillas Pty Ltdis actually being controlled by Lila, but that she registered her mother is the only director and shareholder to avoid drawing attention to herself.

The following day, Helen, Bossy Bride's founder and CEO, visitedBridezillas Pty Ltd's new store which is located 25km from Bossy Brides. Helen soon spotted the company's ex-employee, Lila Moss, excitedly handing out business cards to prospective brides.

When confronted, Lila explained that only Bridezillas Pty Ltd was competing with Bossy Brides, but she personally was not.

Required: Analyze who is competing against Bossy Brides.

(Answers must refer to: Separate legal entity doctrine, relevant sections in the Corporation Act that underpin this doctrine. Lifting the corporate veil, including one statutory and one common law reason for lifting the corporate veil. Analysis of this case study compared to a similar case we studied this past term.

Question 2: (10 marks)

Who makes the decisions for companies? Directors or members? How is the decision-making power divided?

Suggested legal authorities: Automatic Self-Cleansing Syndicate v Cunninghame; John Shaw (Salford) Ltd v Shaw; NRMA v Parker; Massey v Wales; DVT Holdings v Bigshop.com.au ; Totally and Permanently Incapacitated Veterans of NSW Ltd v GaddCorporations Act ss 198A to 198D (Power of Directors); and Corporations Act s 201G, ss 203C and 203 D, s 136, and ss 246B to 246D (Power of Members).