Misfeasance - winding up, Business Law and Ethics

Assignment Help:

Misfeasance:

Under s.324, misfeasance proceedings may be instituted against a director, promoter, manager, liquidator or "officer" (including an auditor) of a company in liquidation either to recover the company's property from him or to claim compensation for the loss to the company caused by his misfeasance.

The most obvious case of misfeasance is where a director or other officer of the company is found to have misappropriated property of the company.  He can be compelled by misfeasance proceedings to return it.  His conduct may also be criminal misappropriation of property for which he can be prosecuted.

The other type of misfeasance case is where the company has suffered loss owing to the incompetence or neglect of a director or other officer.  It is not however easy to establish that there has been breach of a fiduciary duty such that an order should be made (on grounds of misfeasance) for payment of compensation.  For some lesser default the liquidator could bring an action for negligence.

In the context of misfeasance proceedings an auditor is exceptionally an "officer" who can be liable: he is not an "officer" in any other situation since he has no management functions.

A receiver is not an "officer" who can be held liable (if the company later goes into liquidation) for misfeasance.

                                      Case. RE B JOHNSON & JOHNSON CO (BUILDERS) (1955)

Misfeasance proceeds were brought against a receiver on the ground that he had in his management of the company's business taken decisions which were "detrimental from the company's point of view", eg. closing down parts of its business. 

Held:

A receiver is a representative of the secured creditors by or for whom he is appointed.  He is not an officer of the company who can be liable for misfeasance. If however a receiver does not act bona fide (ie. honestly) the company might have a claim against him but not misfeasance.


Related Discussions:- Misfeasance - winding up

Different methods used in interpretation of statutes, (a)  In Malaysia, the...

(a)  In Malaysia, there are many sources of written and unwritten law. Discuss the sources of unwritten law.      (b)  What are the different methods used in interpretation of s

Business law, Jerry contracted with Sally to purchase Sally’s Restaurant fo...

Jerry contracted with Sally to purchase Sally’s Restaurant for $50,000ion #Minimum 100 words accepted#

Governing the questioning of witnesses in a court of law?, QUESTION 1 (...

QUESTION 1 (a) Compare and contrast the different rules and features governing the burden and standard of proof in both civil and criminal cases (b) The art of advocacy is n

Resolution for the variation - statutory provisions, Resolution for the var...

Resolution for the variation - Statutory provisions: Where any application is made pursuant to this provision, the variation shall not have effect unless and until it is confi

Describe the principal-agent framework, Describe the principal-agent framew...

Describe the principal-agent framework In standard principal-agent framework an agent may be directed to maximize an objective function which may or may not be different from

Define the term - authoritative government decision, Define the term - auth...

Define the term - authoritative government decision We can sum up by way of saying that the intent to implement a policy is not the same thing as a real policy. Failure to impl

Re london and general bank, RE LONDON AND GENERAL BANK:           An a...

RE LONDON AND GENERAL BANK:           An auditor represented a confidential report to the directors calling their attention to the insufficiency of the securities in which the

Deferred debts - disclaimer of assets, Deferred Debts - Disclaimer of asset...

Deferred Debts - Disclaimer of assets: Deferred Debts: A debt owed to a member as member, i.e. an unpaid dividend, is a deferred debt paid only when ordinary debts have b

Discuss the advantages of arbitration over litigation, QUESTION 1 Mr To...

QUESTION 1 Mr Tom, a businessman, has a commercial dispute with one of his clients. He has heard about Alternative Dispute Resolution and he believes that mediation, conciliati

Pre-incorporation contracts, Pre-incorporation Contracts:             ...

Pre-incorporation Contracts:                             A pre-incorporated contract is an agreement which is entered into, usually by a promoter or promoters, on behalf of a

Write Your Message!

Captcha
Free Assignment Quote

Assured A++ Grade

Get guaranteed satisfaction & time on delivery in every assignment order you paid with us! We ensure premium quality solution document along with free turntin report!

All rights reserved! Copyrights ©2019-2020 ExpertsMind IT Educational Pvt Ltd