Saturday, January 25, 2020

Principle of Separate Legal Personality

Principle of Separate Legal Personality Principle of Separate Legal Personality Separate Legal Personality Concept developed in Company Law, relating to the legal status between a Company Limited by Shares and its owners. The Principle was first accepted in Salomon v Salomon, a landmark case which is often considered to have established one of the most important principles within Company Law; A Company is a distinct legal personality from that of its owners. Because of this Separate Legal Personality is also known as the Salomon Principle. The ‘separate entity’ doctrine (that the company is an entity separate to its shareholders) established very early in Salomon’s case (Salomon v Salomon Co [1897] AC 22). Each regular individual has a lawful identity, importance it holds rights, commitments and obligations. At the point when a Company is consolidated, that is enrolled in the Companies Office and issued with a Certificate of Incorporation; it excessively has a legitimate identity. However a Company cant work all alone, obliging human intercession to direct business for its sake. The guideline of Separate Legal Personality builds that a Company has lawful rights and commitments that are unique and separate from its parts (holders/shareholders). Moreover the benefits and obligations of a Company Limited by Shares have a place solely to the Company and its parts cant be sought after as by and by obligated for the activities of the Company. This division of the Company from its parts is known as the Veil of Incorporation. Example The guideline of Separate Legal Entity can been seen in play in the late Irish case Quigley Meats. The Plaintiffs for this situation (the Quigleys) supplied the Defendants with meat produce for their restaurant. The Quigleys were of the feeling that they were managing the Defendants by and by, however instalments for produce were constantly made to the Quigleys from a Company account. The Defendants got into some money related trouble and quit paying the Quigleys for the produce. The Quigleys then chosen to seek after the Defendants through the Courts for the unpaid bills. The Court at first found for the Quigleys requesting the Defendants to pay the obligation of â‚ ¬26,000. However the respondents advanced contending that they couldnt be discovered by and by at risk as the obligation was for their Company to pay. The High Court concurred with the Defendants because when they did pay the Quigleys they had paid with checks which had the Companys name printed on them, in this manne r they should have realized that they were managing a restricted obligation organization and not people. (Quigley Meats Ltd v. Hurley [2011] IEHC 192) Piercing the Corporate of Veil The lodestar of organization law has remained the honesty of the different identity of the organization: the corporate cloak might be lifted in the most compelling of circumstances. The result is an absence of clarity in the exact lawful privileges of the shareholders and their connection with the governing body. When to lift The case law has showed that the courts are by and large hesitant to lift the corporate shroud. Yet, the points of confinement of a periodic choice of a court to lift the corporate shroud is not closed. It is, hence, hard to foresee the circumstances in which the courts will puncture the corporate shroud, and there is by all accounts an inclination to rehash the wheel each one time it is contended. Courts have approached veil–piercing cases in an ad hoc manner with underlying policy considerations in mind. As Rogers AJA confirmed in BriggsvJamesHardieCoPtyLtd: The threshold problem arises from the fact that there is no common, unifying principle, which underlies the occasional decision of courts to pierce the corporate veil. Although an ad hoc explanation may be offered by a court which so decides, there is no principled approach to be derived from the authorities (Briggs v James Hardie Co Pty Ltd Ors (1989) 16 NSWLR 549 at 567) When deciding to disregard the separate legal personality principle Jenkinson-J, in DennisWilcoxPtyLtdvFederalCommissionerofTaxation, stated that a court should do so, â€Å"†¦only if [they] can see that there is, in fact or in law, a partnership between companies in a group, or that there is a mere sham or faà §ade in which that company is playing a role, or that the creation or use of the company was designed to enable legal or fiduciary obligations to be evaded or a fraud to be perpetrated† (Dennis Wilcox Pty Limited v Federal Commissioner of Taxation (1988) 79 ALR 267) Fraud The corporate veil may be lifted where there has been an extortion or other break of the law. The extortion and sham contention alludes to the utilization of a partnership by the controller to avoid a lawful or guardian commitment, where the company is utilized as an issue to cover genuine commitments. As the Full Federal Court noted in Donnelly-v-Edelsten â€Å"the contention [of fraud] is, obviously roundabout. It can just succeed if the contention of sham succeeds. On the off chance that an organization is a sham or veneer then it has fused only to mask the truth of its operations or dodge commitments. (Donnelly v Edelsten (1994) 13 ACSR 196 at 256) To penetrate the corporate shroud for misrepresentation, the organization must have the plan to utilize the corporate structure as a part of such a route as to deny the offended party some for every current lawful right. All the more particularly, the organization is consequently used in a way to evade a lawful commitment. To be clear, it is for the most part reasonable to structure organizations to dodge a future risk, for instance in a hazardous business wander that may come up short, however courts may not permit an organization to be structured to abstain from performing a current legitimate obligation. In any case, such contentions can be scrutinized for dismissing the different element guideline. Concerning a sham enterprise, Windeyer J has held if an organization is appropriately joined and enlisted under the Corporations Act and the best possible records are kept in due structure and the recommended returns made, it keeps on existing as an issue substance. In that sense it is a reality and not a sham. (Peate v Federal Commissioner of Taxation (1964) 111 CLR 443 at 480) Group Enterprise Any uniqueness from the standard of independent corporate identity is prone to be joined by a recession of constrained corporate obligation. This is, maybe, most clear in a corporate gathering structure. The gathering endeavour ground incorporates circumstances in which a corporate gathering is acting in such a way as to make every individual substance vague and, consequently, the corporate cloak is lifted to treat the guardian organization as subject for the demonstrations of the auxiliary. Figures that show that two or more organizations were occupied with a gathering venture include ;( Ramsay, I. â€Å"Piercing the Corporate Veil in Australia† (2001) 19 CSLJ 250 at 257) †¢There is an element of partnership or group accounting present; †¢Obvious influence of control extending from the top of the corporate structure; †¢The extent to which the companies were thought to be participating in a common enterprise with mutual advantages; †¢The relationship between the two companies is that of parent and subsidiary; †¢overlapping directors, officers, and employees, †¢One company in the structure acts as agent for the controlling entity; and †¢There is an element of sham or facade present, that is, the corporate structure is used to evade legal or fiduciary obligations. As Rogers AJA affirmed in Briggs-v-James-Hardin--Co-Pt-Limited--Ors †¦ the recommendations†¦ that the corporate shroud may be penetrated where one organization activities complete command and control over an alternate is altogether excessively short-sighted. Rogers AJA went ahead to perceive that it is a business reality that a guardian organization as a rule does activity complete control over a backup, subsequently, uncovering the inborn blemish of a strict application of the different substance standard to corporate gathering. (BriggsvJamesHardieCoPtyLimitedOrs (1989) 16 NSWLR 549) Commits a Tort In spite of the fact that the courts have been more slanted to penetrate the corporate cover in contract claims, there are signs that courts are readied to lift the corporate cloak and make a guardian organization subject in connection to torts submitted by a gathering organization which includes: (a)Cases of agency, partnership or trust between the subsidiary and parent company: Briggs v James Hardie Co Pty Ltd (1989) 16 NSWLR 549; Spreag v Paeson Pty Ltd (1990) 94 ALR 674 (b)attribution of direct liability by reason of the parent company and subsidiary both owing a duty of care to the tort claimant according to the limiting tests of reasonable foreseeability and proximity, chiefly demonstrable by a level of actual control over day-to-day operations of the subsidiary (CSR Ltd V Wren (1998) Aust Tort Rep 81-461) akin to the subsidiary being a mere faà §ade (James Hardie Co Ltd v Hall (1998) 43 NSWLR 554 at 579-584) Effects of Corporate Separate Personality Transferable Shares The way that an organization is lawfully separate from its parts encourages the exchange of shares. The issue of shares is viewed as an issue method for raising capital for the organization (albeit littler brokers are regularly pulled in by the idea of fuse just as an issue to ensure themselves from potential boundless obligation). The trading of shares on the open market additionally prompts straightforwardness since it goes about as an impetus for administration to lead the business in a sensible way. This straightforwardness empowers more prominent investigation by pariahs of the organizations undertakings and diminishes the opportunity for deceitful conduct, along these lines enhancing the attractiveness of the shares. It additionally implies that financial specialists have the capacity get the imperative data they require keeping in mind the end goal to assess the organization before entering into business exchanges. From the organizations perspective, on the other hand, this st raightforwardness can regularly prompt divulgence of data that they would have liked to withhold and place them in a more helpless position with contenders. Ownership of Property Where an organization holds property in its name, this has a place singularly the organization and the shareholders have no restrictive rights (other than for the estimation of the shares they hold). This gives shareholders and workers more security than if a chief decided to leave his position and had the capacity authorize a deal and division of any organization property or resources he possessed. This position thusly makes the shareholders ventures more appealing and secure. Notwithstanding, this may be to the impediment of a merchant who possessed the organization property before joining yet neglected to accordingly dole out the protection approaches to the organization. This was delineated in Macaura v Northern Assurance Co wherein Mr Macaura had protected timber under his name and this was then decimated by a blaze. The insurance agency declined to pay out on Mr Macauras case, expressing that he had no insurable enthusiasm toward the timber as it was claimed by the organization . In the same way, a guardian organization does not have an insurable enthusiasm toward its auxiliary organizations, even where they are completely possessed by it. Distinct legal identity A standout amongst the most noteworthy impacts of corporate separate identity is that the organization expect a different character from that of its parts. Regardless of the fact that an organization is possessed by and large by one shareholder, the organization has a totally separate identity from that single person. This is affirmed by the main instance of Salomon v A. Salomon Co Ltd in which the House of Lords held that the organizations demonstrations were its demonstrations, not those of Mr Salomon by and by. As an issue, Mr Salomon was not generally subject for his organizations obligations. It is important, then again, that the Court did perceive that there would be circumstances in which they would be arranged to move far from that standard and lift the cover of fuse and discover people subject where they had acted insincerely, deceitfully or irrationally. Limited Liability Because of the way that the organization is a different lawful individual, it takes after that its parts wont for the most part be subject for its obligations and commitments. This gives the shareholders an extraordinary level of security, since it implies that they find themselves able to benefit from the accomplishments of the organization whilst being protected in the information that their individual risk is constrained to the estimation of the shares they have obtained. On the other hand it ought to be noted that those parts who take part in the administration of the organization wont essentially be secured from individual obligation. Also, the idea of restricted risk may not be alluring to potential loan bosses who may require extra security for their credit. Ability to sue and liability of be sued The primary advantage to brokers of joining is the idea of restricted obligation; on the other hand, this can demonstrate to the impairment of outsider lenders who enter into exchanges with the organization. Whilst the leasers will have the capacity to sue the organization itself, they will most likely be unable to recoup their cash if the organization is wiped out. It ought to be noted additionally that an organization has the capacity sue its debt holders for non-instalment. So it is a lawful person that can both sue and be sued. Problem with the Salomon Principle The focal issue with the Salomon rule is a moral one. It is the backwards of the second advantage, talked about instantly above, when seen from the viewpoint of individuals managing the organization from the outside. In the event that Aron Salomons property is secured, then individuals managing the organization have just got the organizations own particular resources accessible to them if the organization goes into indebtedness. This implies that an ambitious person in the position of Aron Salomon may give less mind and regard for the need to arrange genuinely and reasonably with outsiders on the grounds that the business visionary confronts no extraordinary individual danger of misfortune, past injured pride and the trust of a beneficial business (aside from what is said beneath in regards to fake exchanging). Thus, different shareholders in an organization bear no individual danger of misfortune if the organization falls flat in light of the fact that the constrained risk which is allowed by our organization law by definition confines their individual liabilities. When we include the greater part of this together, we land at a position whereby the whole economy is inhabited by organizations whose shareholders and administration bear a minimal immediate moral obligation or misfortune if those organizations ought to fall flat. The morals of that economy get to be faulty if nobody confronts the danger of open finished, individual misfortune. Conclusion The impacts of corporate separate identity are expansive. An organization is viewed as an issue element in its own particular right and, in that capacity, its parts have constrained obligation for its obligations and commitments. The organization has the capacity own property in its own particular name and issue shares to raise capital. It has the capacity sue debt holders and likewise be sued by its leaders. At long last, a central normal for corporate separate identity is that of interminable progression, which brings about a continuation of the organizations presence paying little respect to its parts.

Friday, January 17, 2020

Workshop Critique

Designing a more effective workshop is a daunting challenge to today’s fast moving world that exhibits dynamism in various aspects. As a result it poses a daunting challenge to the workshop organizers and planers especially when there are sensitive issues regarding to conflicts, interracial misunderstanding and poor communication among the participants. In this regard, designing and implementing workshop for the young persons who face challenging issues when they have been asked to work in a group such as Communication, language barriers, culture differences and conflicts, on which the participants wanted to improve on becomes a challenge. As a consequence, design for such a workshop it is deemed necessary to critically balance the goals of the participants and the learning and facilitating resources against the philosophy and objectives of designers (Barbazette, 2001). This aspect of workshop planning and implementation is a key principle to a successful workshop implementation that guarantees positive outcomes of the workshop which some planners usually neglect. In circumstances that balancing principle is neglected the planers usually dominate their design with their views and views of the participants obtained from surveys such as TNA for this case. Although in most cases in the process of workshop designing both planners and participant’s philosophical ands theoretical goals may be coherent in the sense that both aims at improving their educational process, the reality of the school environment can cause inappropriate planning and miscommunication in regard to workshop design. However, planers creativity, innovativeness and awareness can help arrive at a tangible workshop that participants can implement the skills, attitudes, behaviors and knowledge to their daily practices in their respective schools and groups. Therefore in designing an effective workshop the key domains that were considered are logistics, recourses and content. Rationale for Workshop Design The rationale for workshop design was informed greatly by logistics involved, content and the learning and teaching resources. The design was highly influenced by the TNA conducted which revealed that the students or participants had difficulties working in groups in terms of communication, language, barriers, conflicts and cultural differences. In this regard, the workshop was stimulated in away that it became a leaner centered. The logistics involved in the workshop design to a greater extend contributed to the success of the workshop. By summing up the aim of the logistics involved in the workshop design, the workshop was supposed to impact day-to-day group work tasks of the participants (Barbazette, 2001). The focus of the workshop was centered on the understanding the principles and process of effective group formation and functioning with respect to diversity. In order to ensure that the workshop materials are applied by workshop participants to their normal schooling life, the workshop plan utilized the following strategies: first, Individualization technique that used appropriate teaching technological resources to present individualized learning materials to the participants like reference to special links on the internet because we recognize that every participant has quite a bit to learn. Second, Time was sufficiently allocated that facilitated absorption of principles and by most participants. Third, the school support â€Å"buy in† was also central to the plan as the school had to buy in the value of the workshop by permitting workshop to be conducted and students to participate. And the fourth aspect, was the selection of learning materials â€Å"Take to class materials† that are relevant to content and participants. However, despite the logistics involved in planning for the workshop effective learning during workshop proceeding is determined by quality and concern of faculty, peer group, and effective content and pedagogy. These factors are addressed by content, instructional approach and resources used in the following section. The content instructional approach was largely drawn from Kolb learning cycle (see figure 1) that utilized participant’s experiential knowledge as learning resource. Kolb learning cycle model (Kolb, 1984) emphasizes the use of learners experience to build new content. This approach is very important in learning and teaching undertakings especially to students in the sense that facilitator induces reflective aspect to learners in order for it to become a process and routine to develop learners. Kolb learning cycle comprise of four phases: Concrete Experience, Reflective Observation, Abstract Conceptualization and Active Experimentation, which must be adhered to in order to attain meaningful learning. By adhering to these four stages, the participants were able to reflect on their experience to formulate concepts which can be applied to their future situations relating to group work. The new participant’s behavior is tested out by exposing him or her to new situation or previous situations and comparing the effectiveness of learning outcome. For instance, in this case speed ball was reintroduced to participants after learning and revealed that group competency has been gained evident by reduction in task performance time for 17seconds to 1 second. Briefly the four phases of Kolb’s cycle are significant in enhancing learning and skills long term skills that the workshop participants can apply to real life situation. For instance, Concrete experience phase involves ‘doing’ aspect that drive for process and content of workshop through materials. The use of interactive games in workshop like speedball, this enhances experience on the past of participants. Reflective observation is the participant’s qualities and judgments of events and discussion of the learning process with peers (Cranton, 1995; Trotman, 2000; Gordon, 2002). As a result, participants were able to reflect on their training at the workshop and at the same time normal school learning situation this enable the students to have confidence with their colleagues and mitigate painful learning experiences. To enhance a meaningful reflection of the participants keep their journals or a log. Importantly, reflection aspect is vital mechanism to promote learning and professional development. Abstract conceptualization helps learners to plan better future activities added to their reflection of their personal experience by being informed by educated theories. In this context, Educational theories were major drawn from luck man’s model of learn development, forming, worming, storming and performing. While at the same time the Taylor’s set of 16 guiding principles of effective groups was utilized see [table 1] (Taylor, 1996). Through educational information added to the students own reflection, enables the participants to integrate theories and the analysis of the past actions to draw conclusion about their group work practices. Active experimentation is the final and actualization phase according to Kolb cycle of learning in the sense that it enables the work shop participants to use conclusion drawn about present actions from Abstract conceptualization phase as a basis to plan changes to their group work performance, the Active experimentation phase is vital because it generates concrete experience to the participants thereby forming knowledge base to inform, educate others and develop effective group interactive skills. Moreover, the attained concrete experience serve as a platform on which the participants of the work shop can review and reflect to form conclusion about the effectives of the outcomes. The content emphasis was drawn from Turkman’s Forming, Storming, Norming, Performing and ending model (see figure 1). These four distinct stages were emphasized on because the students complaint on their difficulties they do experience during working in groups greatly lie in the misunderstanding of the critical process of effective group formation and functioning. The content planned was aimed at covering and teaching the participants how to form, storm, norm, perform and adjourn the group once it is through with the task assigned. The group forming stage the emphasis was on the group leader role was stressed since there is little agreement from the team other than leader guidance and direction. Moreover, the many questions relating to objectives, purpose and individual concerns should be answered by the leader, while the members can engage in system testing to understand it better. Therefore, the forming phase entirely is dependant on the leader’s directives. The second phase of storming, the members may experience difficulties in decision making and struggle for positions. As a result, these struggles cause increase of purpose clarity but plenty of uncertainties may also persist. Therefore, the workshop participants were informed to be tolerant with different views of members disregarding their ethnic, gender or race, and try as much as possible to reach an agreeable compromise in line with their goals to avoid emotions distract their progress (Farbstein, 2003). The workshop participants were informed that if they successful undergo the first two phases, then the third stage of norming will come in automatically with ease in decision making and agreement amongst the members. Moreover, the group shall have strong unity, commitment and respect for the leader. Thereafter, the team moves to performance stage where the team shall be more strategically aware of why it is doing what it is doing due to shared vision without strict supervision or leader direction. As a result, the team shall have ambitions to over achieve their goals, easy conflict and disagreement solving and the group shall work with less instructions and directives, while the leader’s role shall only be streamlined to delegate and oversee the performance. Then lastly, the group can adjourn as the last stage when the task has been accomplished successfully. The participants were informed the joy and fulfillment of adjourning stage rests on group dissolution when everyone move to do other things or assignments feeling good about what's been achieved. Therefore, group member ought to strive to have a happy ending by facilitating a successful group formation and functioning in their school learning activities. In addition to Turkman’s model of group formation and performing, Taylor’s 16 principles of effective group performance were included in the content since they guide and help group running normally. These included: Testing inferences and assumptions, Sharing all relevant information, Focusing on interests as opposed to positions, Agreeing on what important words mean, Being specific when referring to anything like using examples like Peterson and not you, Disagreeing openly with any member of the group, Make statements and then invite questions and comments and Explaining the reasons behind questions, actions and statements. Additionally, jointly designing ways to test disagreements and solutions, Discussing undiscussable issues, Keeping discussions focused, there should be no taking of cheap shots as they may distract the group, All members are expected to be participating in all phases of the group processes, Exchange relevant information with non-group members, Make decisions by consensus, Doing self-critiques. These principles are vital and useful to group as they offer guidelines to successful group functioning and performance. Workshop resources were carefully selected since the learning resources can be turned into a factor with a positive impact (Farbstein, 2003; Kieren, 2005; Smith, 1998). The challenge towards meeting sufficient workshop resources was funding or financial limitation to avail the necessary resources to the participants such as handouts on principles of effective group performance and the Turkman’s model of group forming, storming, norming and performing. Despite financial limitation, there was use of relevant text books, reference to important websites for information regarding effective group functioning and use of charts was widely used. In addition to that, the participants were requested to write a position paper in rejection or support of the pedagogical innovations used in the workshop. Workshop outcomes The workshop outcome from my observation, it was very good and the team was able to communicate with each other, they have followed exactly the Tuchman’s model of team development, forming, storming, and norming, performing, and then ending. Moreover, I observed that the conflict on the norming stage was not obvious because the number of the team members were few; therefore they were able to overcome their conflict so easily. Additionally, during the activity, I noticed that some students showed leadership skills and some were just followers and listeners. The major theory that can be used to explain this show of behavior is goal setting and reinforcement theories. This is in the sense that the participants were able to set their personal goals that motivated and spurred their behavior and need to achieve. While on the other hand, the facilitators were able to reinforce positively the participants especially by use of extrinsic motivators. As a result, the survey results obtained from students showed that they all liked a lot the workshop (Kirkpatrick, 1994). Recommendations for improvements The workshop was successful but needed more aspects and issues to be looked at or incorporated. For instance, during facilitation there is need to integrate workshop design with more academic theory and application in sense that they are interwoven to have it deliver skills and knowledge at its best. The making of this linkage can help to continue the momentum from the participants’ experience. However, there is need to revolve around more personal theory around participants responses to the experience and less of academic theories. Furthermore, there is need to allocate sufficient time to maximize the outcomes of the activity by considering its implications and impacts of day-to-day participants academic undertaking. And finally, learning and teaching resources ought to have more attention paid to and proper resources mobilization to even include handouts to help participants with application outside the workshop. Lastly, the TNA need to be clearer and all inclusive to include wide views of stakeholders. Conclusion In conclusion, the paper has looked at the workshop design and implementation with insight to its outcomes. The success of the workshop demonstrate the fact that technical competency at any organization is not enough, but rather the interpersonal skills that facilitates individuals development of effective work relationships. In order to attain that, there was collaborative approach to design and implement the workshop to meet the needs from various participants’ perspectives. As a result, the workshop was able to successfully transfer of learning to behavior because: first, participants improved their communication skills demonstrated by reduction in speedball exercise time from 17 seconds to 1 second. This also indicates that Participants had attained an increase in self-awareness in relation to body language, tone of voice and active listening. Moreover, the participants showed that they were less aggressive and more assertive in relation to their approach while interacting with their peers. Secondly, the participants gained insight into behavior of self and others. Therefore, the participant developed a sense to appreciate others’ cultural, racial and ethnic differences and was able to adapt necessary communication styles aimed at improving their interpersonal relations.

Thursday, January 9, 2020

Analysis Of The Book Narrative Of The Life Of Frederick...

Since the start of America, people in minority groups have been put through pain and suffering because of America’s government’s laws and rules, and these laws and rules made the minority groups at a higher risk to cruel behavior. The American government put rules and laws in place so that white Americans can treat minority groups worse than animals. American slavery has been a cruel and an effective means for a government groups to abuse and burden a group of people by brainwashing and stimulating depending tendencies, discrimination and mistreating. This government can be damaging to people in slavery and people who own people to use them as slaves. The American population, especially in the south, practiced a belittling practice so they could continue to use the harshest laws on the minority groups. In the book called â€Å"Narrative of the Life of Frederick Douglass: An American Slave†, by Frederick Douglass which is his autobiography, which shows, through personal experience, the harsh treatment and the power a slave owner had on a slave life. From an early age, Douglass is forced to go to Baltimore, an event that offers him a brief break from the unforgettable situation on a plantation. In Baltimore, he learns how to read and write and starts a journey to an emotional freedom that eventually makes a way to his productive get a way to the north. Even though there was a lot of hurting he had to go through he manages, â€Å"[the] most amazing is the indestructible totalShow MoreRelatedAnnotated Bibliography Of The Life Of Frederick Douglass Essay858 Words   |  4 PagesAnnotated Bibliography Boxill, Bernard. Frederick Douglass’s Patriotism. Journal of Ethics 13.4 (2009): 301-317. EBSCO. Web. 19 Oct 2015. 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