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代写论文:董事的诚信义务

代写论文:董事的诚信义务
Tim Joiner加入全州木材商人担任董事总经理。蒂姆离开联邦细木工有限公司,玛丽(他的前雇主)警告全州的主席李先生关于他缺乏能力和选择把自己的利益放在首位。然而,董事会留下了深刻的印象,因此,李不同意玛丽与董事会成员传递的信息。
董事是公司的受托人,因此在普通法中,他们有义务关心和忠诚诚信的诚信义务。同样,根据“公司法”,他们必须谨慎行事(“公司法”第180条),诚实行事,使公司在任何时候都有最大的利益。李先生被视为拥有潜在招聘董事总经理职位的信息,并没有与其他董事会成员分享这些信息。这使得李可以说,他故意隐瞒了董事会重新考虑他们的雇用Tim的决定所需的信息。然而,董事会可能并没有过错,因为他们以诚信行事,假设他们掌握了所有的信息(这是他们的防守)。在奥斯丁法官在ASIC v Rich初步诉讼程序中的裁决中,确定主席相比其他董事或董事会成员有更多的关心义务,同样可以这样说,主席李在这里,可以承担全部责任,通过隐藏Tim所夸大的能力的细节进行预约(Warde,&Byrne,2003)。

代写论文:董事的诚信义务

Good Faith DutiesGood Faith Duties Tim Joiner joined Statewide Timber Merchants as Managing director. Tim left Federal Joinery Ltd, and Mary (his previous employer) warned Lee, the Chairwoman of Statewide about his lack of competency and choices of putting his own interest first. However, the board was impressed, and hence Lee did not share this information passed over by Mary with the board members. Directors are fiduciaries for the company and hence at Common law they have a duty of care and a fiduciary duty of loyalty and good faith. Similarly under the Corporations Act, it is essential that they act with due care (section 180 of Corporations Act), and act in good faith such that at all times they have the best interests of the company. Lee is seen to possess information on a potential recruit for the post of managing Director, and has not shared this information with other board members. This puts Lee in a position where it could be said that he wilfully hid the information that was necessary for the board to reconsider their decisions on hiring Tim. The board might not be at fault however, because they acted in good faith, assuming they had all the information (this is their defence). In Justice Austin’s decision in the preliminary proceedings of ASIC v Rich, it was determined that the Chairperson will have much greater duty of care compared to the other directors or the board members and in that same sense, it could be said that the Chairperson Lee here, could be held fully liable for making an appointment by hiding details about Tim’s overstated competence (Warde, & Byrne, 2003).