Wednesday, July 17, 2019

Company Law Question Solution Essay

call into questionRamrajee Baboo is a young attorney with a Masters Degree in incorporate Law, specialising in bear financing documentation. Ramrajee has been appointed to the advance of UDECOTT as it moves forward in a late program based on project financing for its new proposed constructions. UDECOTT is a state enterprise and Ramrajee is paying(a) a stipend of $3,000.00 per month. UDECOTT had previously engaged the go of a global commercial righteousness practitioner, Buji Bamee, to go out legal advice at a cost of $50,000.00 per month. unfamiliar to Ramrajee, the Chairman of the Board in an versed contact with the Chief Executive Officer of UDECOTT agreed to throw out the contract of the consultant and pack Ramrajee vet the project financing documents in her capacity as a handler.Ramrajee was never informed of this decision. Two weeks prior to a board meeting, Ramrajee received board papers including accredited project financing contracts for discussion at the ad jacent board meeting (scheduled to take place twain weeks later). Ramrajee perused the papers cursorily and made genuine abbreviated notes. At the board meeting the documents were discussed and Ramrajee made certain general observations. The agreements were subsequently executed.It later transpired that the documents were not decently vetted and UDECOTT suffered a 10 million dollar prejudice. The agreements were not examined by any attorney other than Ramrajee. The judicature minister responsible for UDECOTT is quite annoyed and would cargon someone to be held liable. The Chairman said he relied on Ramrajee to vet the documents but Ramrajee has stated that her traffic is that of a general review and would have necessitate detailed legal analysis beyond what is contemplated by her role as a director to release the deficiencies in the documents that occurred. Advise the Minister as to the subscribe of Ramrajee.ANSWERISSUE Did Ramrajee exercise the aim of adroitness requir ed of her as director?LAW Directors demeanor in office is governed by statutory and third estate law. Directors hold a fiduciary responsibility to the political party for which they work which requires them to properly manage the assets of the company inwardly the powers conferred on them.Under statute, according to region 60(b) of the Companies execution of Trinidad and Tobago, a director shall direct the management of the crease and the affairs of the company. In effecting this management, he essential do so in accordance with persona 99(1) of the said achievement which states that a director and ships officer of a company shall in exercising his powers and discharging his duties a) Act honestly and in good faith with a view to the outflank intimacy of the company and b) instance the care, exertion and skill that a reasonably prudent person would exercise in comparable circumstances. These are all to be done in the best interest of the company. Where directors act in accordance with section 99, they may be indemnified against any liabilities incurred as a result of holding such a determine pursuant to section 101.Under leafy vegetable law, the director owes a fiduciary craft to the company, as lay down in Pardy v Dobbin NFCA 11 (CanII), which exacts from directors a strict ethic to act honestly and in good faith in the corporations best interest.ANALYSIS As a director of the board, Ramrajee owed a very specific duty of care towards the company. In particular, she was expected to exercise diligence and a level of skill that reflected her qualifications, as embed in section 99(1)(b). While Ramrajee was unaware of the informal decision to terminate the consultant who was hired to work out general commercial law activities, the mere feature that Ramrajee was a member of the Board and had specialized skills in project financing documentation means that it would be expected that she use these skills. Moreover, the highly-paid consultant was a general practitioner and did not have this specialized skill.In addition, she was given two weeks to review the documents during which time she could have scrutinized them, but she did not. Her duties under statutory and common law required her to review the documents carefully. She did not exercise the level of care and skill required by her fiduciary position which was not in the best interest of the Company. As she breached section 99 of the Companies Act, as head as her common law fiduciary duties, she should be held liable and will not be indemnified by the company under section 101 for the loss sustained.RECOMMENDATION Minister, she is in breach of her statutory and common law duties and should be held liable.

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