Company Law and Secretarial Practices Essay Example for Free

Company Law and Secretarial Practices Essay Incorporation means the process of legally declaring a corporate entity as separate entity from its owners. Incorporation has many advantages for a business and its owners, including: Protects the owners’ assets against the company’s liabilities. Allows for easy transfer of ownership to another party. Achieves a lower tax rate than on personal income. Receives more lenient tax restrictions on loss carry forwards. Can raise capital through the sale of the stock. Incorporation involves drafting a â€Å"Memorandum of Association† and an Articles of Association, which lists the primary purpose of the business and its location, along with the number of shares and class of stock being issued, if any. Incorporation will also involve state-specific registration information and fees. Those procedures are undertaken by a promoter who is a person who starts up a business, particularly a corporation, including the financing. The formation of a corporation starts with an idea. Pre-incorporation activities transform this idea into an actual corporation and the promoter is the individual who carries on these activities. Usually the promoter is the main shareholder or one of the management team and receives stock for his/her efforts in organization. Without incorporation, Company Law cannot stand by itself as law amended is critically meant to protect the shareholders as well as the member of the company which is incorporated. As mentioned above, incorporation tends to protect the welfare of the business and its owners in various perspectives like intellectual property, taxation and capital shares. In other words, Company law (or the law of business associations) is the field of law concerning companies. Furthermore, there are various types of company that can be formed in different jurisdictions as shown in Malaysian Company Act 1965 Section 14(2) which are: a company limited by guarantee. Commonly used where companies are formed for non-commercial purposes, such as clubs or charities. The members guarantee the payment of certain (usually nominal) amounts if the company goes into insolvent liquidation, but they have no economic rights in relation to the company. a company limited by guarantee with a share capital. A hybrid entity, usually used where the company is formed for non-commercial purposes, but the activities of the company are partly funded by investors who expect a return. a company limited by shares. The most common form of company used for business ventures. an unlimited company either with or without a share capital. This is a hybrid company, a company similar to its limited company (Ltd.) counterpart but where the members or shareholders do not benefit from limited liability should the company ever go into formal liquidation. Meanwhile, there are thousands of company law cases that showed that incorporation is the bedrock of formation of Company Law. As such, We held out a few cases here which clearly indicated the importance of Company Law in determining the court case related to incorporation. Salomon v A Salomon and Co Ltd [1897] AC 22 Corporate separate personality Salomon conducted his business as a sole trader. He sold it to a company incorporated for the purpose called A Salomon and Co Ltd. The only members were Mr Salomon, his wife, and their five children. Each member took one  £1 share each. The company bought the business for  £39,000. Mr Salomon subscribed for 20,000 further shares. However,  £10,000 was not paid by the company, which instead issued Salomon with series of debentures and gave him a floating charge on its assets. When the company failed the companys liquidator contended that the floating charge should not be honoured, and Salomon should be made responsible for the companys debts. Lord Halsbury LC stated: â€Å"†¦ it seems to me impossible to dispute that once the company is legally incorporated it must be treated like any other independent person with its rights and liabilities appropriate to itself, and that the motives of those who took part in the promotion of the company are absolutely irrelevant in discussing what those rights and liabilities are.† Hickman v Kent or Romney Marsh Sheep-Breeders Association ‘Outsider rights Hickman was a member of the Kent or Romney Marsh Sheep-Breeders Association. He began a court action complaining of various irregularities in the affairs of the association. Clause 49 of the Associations constitution stated that all disputes were to handled by arbitration. The question of whether a person who is not a member of the company has rights to sue on the ‘statutory contract provide by what is now section 33 of the Companies Act 2006 was considered . It was held that an outsider to whom rights are purportedly given by the companys articles in his capacity as an outsider cannot sue in that capacity, whether he is also a member of the company or not. From this case comes the fundamental concept that a company has a legal personality or identity separate from its members. A company is thus a legal ‘person. Macaura v Northern Assurance Co Ltd [1925] AC 619 Members have no interest in a companys property The owner of a timber estate sold all the timber to a company which was owned almost solely by him. He was the companys largest creditor. He insured the timber against fire, but in his own name. After the timber was destroyed by fire the insurance company refused the claim. The House of Lords held that in order to have an insurable interest in property a person must have a legal or equitable interest in that property. The claim failed as â€Å"the corporator even if he holds all the shares is not the corporation†¦ neither he nor any creditor of the company has any property legal or equitable in the assets of the corporation.† In a nutshell, the effect of incorporation which is embedded in Section 16(5) â€Å"On and from the date of incorporation specified in the certificate of incorporation but subject to this Act the subscribers to the memorandum together with such other persons as may from time to time become members of the company shall be a body corporate bby the name contained in the memorandum capable forthwith of exercising all the functions of an incorporated company and of suing and being sued and having perpetual succession and a common seal with power to hold land but with such liability on the part of the members to contribute to the assets of the company in the event of its being wound up as is provided by this Act† clearly demonstrated that the foundation of Company Law is the ‘company’ and that without incorporation and the creation of a separate corporate personality, there couldn’t be a base for the formation of Company law and Companies Act. 2. In practice, in no circumstances, is it possible to pierce the corporate veil between a parent and a subsidiary company. A company is an artificial person. Once it is incorporated, it comes into being and is a separate legal entity from its members and officers. The importance of the principle of separate legal entity was first established in the landmark case of Salomon v Salomon Co Ltd (1897). In this case, Mr Salomon was a sole-proprietor manufacturing boots. The business was successful. Mr Salomon incorporated a company and sold his business to the company in consideration for 20000 shares and debentures of  £10000 issued in favour of Mr Salomon. Mr Salomon ended up holding 20001 of the 20007 shares issued. The other six shared were held by his wife and five children as nominees for Mr Salomon. Unfortunately, the company experienced financial difficulty and was wound up. An action was brought against Mr Salomon to indemnify the company for all the debts due to its unsecured creditors. The House of Lords held that even though the business was managed by the same persons and the same hands received the profits, the company was not an agent or trustee for the members. Incorporation of the company created a separate person. The members were not liable in respect of the company’s obligations. The same applies to parent and subsidiary companies. Both parent and subsidiary companies has their own separate legal entity. One example is the case of The People’s Insurance Co (M) v The People’s Insurance Co Ltd (1986). In this case, the plaintiff company, People’s Insurance Co. (M) Sdn. Bhd. (PICMSB) was a subsidiary of the first defendants company, People’s Insurance Co. Ltd. (PICL). On 12 January 1978, five directors of PICMSM held a meeting. One of the directors was the Managing Director of the defendant (PICL), another one was General Manager and Director of the defendant (PICL), and another one was Executive Director of the defendant (PICL). During the meeting they passed a resolution that affected PICL. The defendant (PICL) denied any liability. The court held that: i. The parent and subsidiary companies are two separate legal entities; ii. Officers of the parent company who are on the Board of the subsidiary are not representatives of the parent company but sit at the Board Meeting as directors and agent of the subsidiary iii. A resolution of the Board of directors of the subsidiary does not bind the parent company. The resolution did not constitute a contract between the parties. Thus, it is held that the principle of separate legal entity applies as well to related companies, including wholly owned subsidiaries. In Adams v Cape Industries PLC (1990), the main defendant was an English registered company presiding over a group of companies whose business was in the mining (in South Africa), and marketing, of asbestos. The company had become the subject of a class action lawsuit in the United States, and the company tried to avoid fighting the case in the American courts on jurisdictional grounds. The Plaintiffs obtained a judgment against the English company in the American courts, but as Cape had no assets left in the U.S., they then sought to enforce the judgment against the principal company in the group in the English courts. The court accepted that the purpose of the corporate group structure set up by Cape Industries had been used specifically to ensure that the legal liability of a particular subsidiary would fall only upon itself and not the parent company in England. The court refused to pierce the veil of incorporation to allow the judgment creditor to enforce its judgment against the judgment debtor’s holding company. The court refused to treat both the subsidiary and holding companies as one single entity. However the legislature recognizes that there may arise circumstances when this principle of separate legal entity may lead to adverse positions, and thus have enacted statutory exceptions to lift the veil of incorporation under specified circumstances. Normally in new situations or circumstances, court decides on case by case basis to pierce the veil of incorporation. There are instances where the court held that the related companies do not have separate legal entities; they are indeed one legal entity. In DHN Food Distributors Ltd v London Borough of Tower Hamlets (1976), DHN carried on the business of operating a grocery on the property owned by one of its wholly owned subsidiaries. The property was compulsorily acquired by the authority which refused to pay compensation to DHN as it did not have any interest on the land. The English Court of Appeal held that the group operated as a single economic unit and thus DHN could recover the compensation due to them under law. In conclusion, in normal practice with no circumstances, it is not possible to pierce the corporate veil between a parent and a subsidiary company as mentioned in The People’s Insurance Co (M) v The People’s Insurance Co Ltd (1986) and Adams v Cape Industries PLC (1990). Only when there arise circumstances can only the corporate veil of a parent and subsidiary company be pierced. 3a. Joe and Mike issue sufficient RM1 shares to Luke to raise his stake to 40% to allow them to defeat the resolution of their removal from the board. The action proposed by Joe and Mike is not allowed under section 132D of Companies Act 1965. Section 132D(1) of the Act reads, â€Å"notwithstanding anything in a company’s memorandum or articles, the directors shall not, without the prior approval of the company in general meeting, exercise any power of the company to issue shares†. Unless the power to issue shares has been vested in the members at a general meeting, the directors are not allowed to issue shares. Under this section, the company’s power to issue shares is not transferred from the directors to the members in general meeting. Rather, it imposes an obligation on the directors to obtain the approval of the company’s shareholders in general meeting before exercising their power to issue shares. When an allotment of shares takes place by the company without compiling without any statutory procedure, it is an irregular allotment. Although it is necessary to obtain only an ordinary resolution for the issuance of new shares, section 132D (5) requires such resolution to be lodged with the Registrar of Companies (ROC). When the minimum subscription is not received, it is an irregular allotment and it is void. The directors are liable to pay both the company and also to the allotee. On the other hand, prior approval of the members is not required if the shares issued are consideration or part consideration for the acquisition of shares or assets by the company. Section 132D (6A) provides that if the consideration for the shares in kind or partially in kind, it is sufficient for the directors to inform the members in writing at least 14 days before the shares are issued. The consequences for non compliance of section 132D are provided in section 132D (6) which reads, â€Å"Any issue of shares made by a company in contravention of this section shall be void and consideration given for the shares shall be recoverable accordingly†. In fact, the directors are liable to compensate the company and the allottee for any loss, damages or costs which might occur as a result of the breach. According to section 132D (7), â€Å"any director who knowingly contravenes, or permits or authorizes the contravention of, this section with respect to any issue of shares shall be liable to compensate the company and the person to whom the shares were issued for any loss, damages or costs which the company or that person may have sustained or incurred thereby†. Thus, Joe and Mike shall be liable to pay compensation to the company and Luke if any loss or cost incurred. However, the shareholders or creditor of the company may apply to the court for validation of the shares under section 63. If the court finds the issuance of shares is just and equitable, the court may order the validation of the shares which were not properly issued. In the case of Kepala Sawit (Teluk Anson) Sdn Bhd v Yeoh Kim Leng Ors (1991), the court held that â€Å"an act of the company which is irregular offers room for its regularization or validation by application of the just and equitable principles embodied in section 63†. Nevertheless, it seems to be impossible for the court to validate the shares in the situation above if any appeal is made. Besides that, the intention of Joe and Mike to raise Luke’s shares is to allow him to defeat the resolution of their removal from the board. Section 128 of the Companies Act 1965 provides for the removal of a director of a public company but no provision is made for the removal of a director of a private company. This is left to the company’s article. Article 69 of Table A provides that the company may by ordinary resolution remove a director. Thus, if Singing Stars Sdn Bhd’s article has adopted Table A, then the procedure provided in Section 128 has to be followed. Also, depending on the company’s article, either an ordinary or special resolution has to be passed in the meeting by the shareholders of the company. In business or commercial law, ordinary resolution is a resolution passed by the shareholders of a company generally affirmed by not less than 50% of the members casting their votes, whereas special resolution is generally affirmed by not less than 75% of members casting their votes. Therefore, even if Luke’s stake can be raised to 40%, he still can’t defeat the resolution because a resolution is passed based on the voting cast by the majority in the meeting. Hence, Tony shall not worry about Joe’s and Mike’s action in raising Luke’s stake to 40% by issuing shares as its legality is bounded by section 132D of Companies Act 1965. Also, the removal of a director is allowed when a resolution is passed in the meeting. With only Joe, Mike and Luke to defeat the resolution, the resolution to remove them off as the directors can still be passed. 3b. After this they will pass resolutions to remove Tony from the board and to replace him with Luke. Directors are agents of the company and thus owe a fiduciary duty towards the company. Section 4(1) of the Companies Act 1965 provides that, â€Å"director includes any person occupying the position of director of a corporation by whatever name called and includes a person in accordance with whose directions or instructions the directors of a corporation are accustomed to act and an alternate or substitute director†. Section 4(1) states that a director includes a de facto director, a shadow director and an alternate or substitute director. Sections 122(1) and (1A) of the Companies Act 1965 provides that, â€Å"every company shall have at least two directors, who each has his principal or only place of residence within Malaysia†. Sections 122(2) of the Companies Act 1965 provides that, â€Å"no person other than a natural person of full age shall be a director of a company†. This is clear that only a human being can be a director. Besides that, Section 122(2) imposes the minimum age of the director which is 18 years old. Thus, only a person who is 18 years old and above may be appointed as a director. Section 129 of the Companies Act 1965 provides that, â€Å"notwithstanding anything in the memorandum or articles of the company no person of or over the age of seventy years shall be appointed or act as a director of a public company or of a subsidiary of a public company†. A person who aged 70 years old and above can only be a director if the resolution appointing him as a director receives approval from at least 75% of the votes at the company’s annual general meeting. The office of a Tony as a director may become vacant if he is disqualified pursuant to the Companies Act 1965 or the articles of association, resigned from the position, removed from the board of directors and retires by rotation. Articles of association of the company provides that the office of a director shall become vacant if the director (a)ceases to be a director by virtue of the Companies Act 1965 (b)becomes a bankrupt or makes any arrangement or composition with his creditors generally (c)is prohibited from being a director by reason of any order made under the Companies Act 1965 (d)becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to metal disorder (e)resigns his office by notice in writing to the company (f)for more than six months is absent without the permission of the directors from meetings of the directors held during that period (g) without the consent of the company in general meeting holds any other office of profit under the company except that of managing director or manager (h)is directly or indirectly interested in any contract or proposed contract with the company and fails to declare the nature of his interest in a ma nner required by the Companies Act 1965. Tony will not be removed as he is not disqualified by the articles of association. The resignation of a director may take effect on the date which the board receives the letter of resignation, the date stated in the letter or according to the articles of association. Section 122(6) of the Companies Act 1965 provides that, â€Å"notwithstanding anything contained in this Act or in the memorandum or articles of a company or in any agreement with a company, a director of a company shall not resign or vacate his office if, by his resignation or vacation from office, the number of directors of the company is reduced below the minimum number required by subsection (1) and any purported resignation or vacation of office in contravention of this section shall be deemed to be invalid†. Tony does not take action to resign from a director. Tony will not be removed from the board. However, he may be removed from the board by an ordinary resolution. Section 128(1) of the Companies Act 1965 provides that, â€Å"a public company may by ordinary resolution remove a director before the expiration of his period of office, notwithstanding anything in its memorandum or articles or in any agreement between it and him but where any director so removed was appointed to represent the interests of any particular class of shareholders or debenture holders the resolution to remove him shall not take effect until his successor has been appointed†. A public company may remove a director by ordinary resolution before the expiration of his term of office. The resolution is passed if it garnered more than half of the votes casted. A director of a public company is not possible to be removed by other director as provided in Section 128(8) which reads that, â€Å"a director of a public company shall not be removed by, or be required to vacate his office by reason of, any resolution request or notice of the directors or any of them notwithstanding anything in the articles or any agreement†. Thus, Joe and Mike are not able to remove Tony from the board. To remove a director, a special notice of the resolution is required to serve to the company at least 28 days before the scheduled members’ meeting as stated in Section 128(2) of the Companies Act 1965, â€Å"Notwithstanding anything to the contrary in the memorandum or articles of the company, special notice shall be required of any resolution to remove a director or to appoint some person in place of a director so removed at the meeting at which he is removed, and on receipt of notice of an intended resolution to remove a director the company shall forthwith send a copy thereof to the director concerned, and the director (whether or not he is a member of the company) shall be entitled to be heard on the resolution at the meeting†. The special notice of ordinary resolutions is also called notice of intention is given by the members to the company at least 28 days before the scheduled meeting. Then the company must give at least 14 days’ notice to the members before the meeting is scheduled to be held. It is provided in Section 153 of the Companies Act 1965, â€Å" where by this Act special notice is required of a resolution, the resolution shall not be effective unless notice of intention to move it has been given to the company not less than twentyeight days before the meeting at which it is moved, and the company shall give its members notice of any such resolution at the same time and in the same manner as it gives notice of the meeting or ,if that is not practicable, shall give them notice thereof, in any manner allowed by the articles, not less than fourteen days before the meeting, but if after the notice of intention to move such a resolution has been given to a company, a meeting is called for a date twenty-eight days or less after the notice has been given, the notice, although not given to the company within the time required by this section, shall be de emed to be properly given†. The board of directors may attempt to undermine the members’ proposal to remove a director, the board may call for the meeting to be scheduled less than 28 days from the receipts of the members’ notice. Section 153 of the Companies Act 1965 provides that the meeting is not invalidated if it is held less than 28 days after the notice was given by the members to the company. In Soliappan v Lim Yoke Fan [1968] 2 MLJ 21, the High Court held that Section 128 was not mandatory. The power to remove directors under that section co-existed with any power contained in the articles of association. Therefore, 28 days notice is not necessary, the removal could be affected in accordance with the articles of association. However, on the facts the proper notice required under the articles of association had not been given either, so removed as director and consequently the plaintiff was not properly appointed as director of the company. If Tony is removed from the board, he may claim compensation or damages for the termination of his appointment as a director. Where the company has entered into a contract with Tony and the company breached it by removing him, then Tony has the rights to claim compensation. Section 128(7) of the Companies Act 1965 provides that, â€Å"nothing in subsections (1) to (6) shall be taken as depriving a person removed thereunder of compensation or damages payable by him in respect of the termination of his appointment as director or of any appointment terminating with that as director or as derogating from any power to remove a director which may exist apart from this section†. Tony who is appointed as a director is not required to retire unless the articles of association provides so. Upon retirement, the shareholders may re-elect the directors who have performed but not those who failed to perform up to expectations. In See Teow Chuan Anor v YAM Tunku Nadzaruddin Ibni Tuanku Jaafar Ors [2007] 2 MLJ 212, the board of directors made a resolution that all executive directors must retire on attaining 55 years of age. The plaintiffs brought an action challenging the introduction of a new term into their existing contract that they should retire. The court held that the power to pass the resolution as to retirement of directors was a fiduciary power entrusted by the memorandum and articles of the Company. That power was used for a collateral or improper purpose, namely to remove the plaintiffs and was invalid. In conclusion, Joe and Mike are unable to remove Tony from the board and replace Tony with Luke. Tony will be removed from the board if he meets one of the events stated above. 3c. As an added incentive the shares will be issued to Luke for RM0.60 each to allow for a tidy profit. The issue here is whether Joe and Mike can issue shares to Luke at RM0.60 each to allow for Luke’s support towards them. The issuance of shares below the nominal value of RM1.00 is called issuance of shares at a discount. At common law, the issuance of shares below the par value (at a discount) is prohibited because it constitutes a reduction of share capital without confirmation by the High Court. Section 64 of the Companies Act 1965 requires a special resolution that authorizes the reduction of its share capital with the confirmation by the Court. Case : Re Wragg Ltd. Facts : A liquidator took up a court case seeking a declaration that certain shares in the company issued to two members and registered in their names as fully paid were not properly issued as fully paid up. The liquidator asked for an order that the two members pay the amounts unpaid thereon. Held : The transaction was wholly legitimate. Lindley L.J. stated â€Å"it is not law that persons cannot sell property to a limited company for fully paid-up shares and make a profit by the transaction. We must not allow ourselves to be misled by talking of value. The value paid to the company is measured by the price at which the company agrees to buy what it thinks it worth it while to acquire. Whilst the transaction is unimpeached, this is the only value to be considered.† However, there are two exceptions to the rule against issuing shares at a discount that are stated in Section 58 and 59 of Companies Act 1965. In occasions where the company enters into an underwriting agreement wherein the underwriter will subscribe the shares in the company if the shares are not taken, in return, the company agrees to pay the underwriter a fee. Section 58 of Companies Act 1965 recognises this commercial agreement provided that the payment of that commission is not more than 10% of the issued value of the shares and is authorized by the company’s articles. Section 59(1) of the Companies Act 1965 states that the company can issue shares at a discount of a class already issued if – (a) The discounted shares are authorized by ordinary resolution passed in general meeting of the company and is confirmed by Court order; (b) The resolution specifies the maximum rate of discount at which the shares are to be issued; (c) the company can only issue shares at a discount only after one year it is entitled to commence business; and (d) the discounted shares must be issued within one month from court’s confirmation or within extended time as allowed by Court. According to section 59(4), the discounted shares must be offered to existing members of that class based on pro rata basis. Failure to do so, the company and every officer who is in default shall be guilty of an offence punishable with a fine of RM1000 and default penalty in accordance with section 59(7) of the Companies Act 1965. Case : Ooregum Gold Mining Co of India v Roper Facts : The market value of the  £1 ordinary shares of the company was 2 shillings and 6 pence (2s 6d). The company issued preference shares of  £1 each with 15s credited as paid, leaving a liability of only 5s a share. Held: The holders of the discounted shares are liable to pay the full nominal value to the company. In common law, issuance of shares at a discount is prohibited but there are statutory exceptions under section 58 and 59 which enable the company to issue shares at a discount. In this case, Luke is not the underwriter of Singing Stars Sdn Bhd. Therefore, Joe and Mike cannot issues shares at a discount to him by virtue of section 58 of the Companies Act 1965. However Luke can be entitled to get the shares at a discount if the discounted shares are passed by a majority of members who are present and votes at the meeting and confirmed by the Court order, which specify the maximum rate of discounts are to be issued, commence it’s business after one year and issue the discounted shares issued within one month from court’s confirmation or within extended time as allowed by Court, then Luke can be entitled to the discounted shares after the existing shareholders are offered the discount. Luke will not be getting the shares at a discount because the most of shareholders are not satisfied with Joe and Mike and wanted to vote them from the board. Hence, the majority of them will win and Luke will definitely not getting his shares at a discount. If Joe and Mike insist on issuing the shares at a discount to Luke, the holder of the shares (Luke) may be liable to pay the full nominal value of the shares as stated in the Ooregum principle. Besides, the directors (Joe and Mike) who are responsible for the unlawful issue may be held liable to the company for the discount allowed. In conclusion, Tony can sue Joe and Mike for breach of companies act and they will be held liable to company in respect of the discount allowed. From the above Tony and the other four shareholders can vote to reject the acceptance of payment by land from Luke for the shares. Joe and Mike do not have the power to accept the payment without the knowledge of the members of the company. If the transaction is still done Section 132D(6) provides that the shares issued are void and the directors shall be liable to compensate the company and the person whom the shares were issued to for any loss, damages or costs which they may sustain as consequence of the breach. 3d. Luke has suggested that the company might accept some land which he owns as payment for the shares. Section 67 (1) of the Companies Act prohibits a company from: Financing the purchase of its own or its holding company’s shares Giving financial assistance for the purpose of or in connection with the purchase of its own or its holding company’s shares Dealing in or lending money on its own shares In the case of Datuk Tan Leng Teck v Sarjana Sdn Bhd, the plaintiff entered into a contract to sell a piece of land to the 2nd defendant, Pasti Hasil Sdn Bhd for a piece of land at a price of RM15, 896,995. According to the agreement, RM1,000,000 of the purchase consideration will be capitalized as paid-up capital for 1,000,000 shares in the SSB. PHSB had paid RM3,300,000 for the land to SSB and RM1,000,000 out of this payment had been considered as a payment for 1,000,000 shares in SSB. Thus, 1,000,000 shares had been allotted to Pasti Hasil Sdn Bhd. The court held that financial assistance has been given to Pasti Hasil Sdn Bhd as the defendant agreed to treat a portion of the sum owed by Pasti Hasil Sdn Bhd as payment for the shares. Section 67 (1) prohibits the company from giving financial assistance unless it is bona fide commercial transaction entered in good faith. As Pasti Hasil Sdn Bhd had not paid anything for the shares the share capital of the defendant had reduced. In the case of Belmont Finance Corporation Ltd v Williams Furniture Ltd (No 2), Belmont’s directors paid  £500,000 of Belmont’s money under a scheme to help a company called Maximum ( which was owned and controlled by a Mr. Grosscurth) to buy shares of Belmont. Goff LJ held that the agreement was unlawful and the payment was made by Belmont for an illegal purpose, namely to facilitate the purchase by Grosscurth and his associates of Belmont’s shares. Lord Denning in Wallersteiner v Moir (1974) propounded the following test: â€Å"You look to the company’s money and see what has become of in. You look to the company’s shares and see into whose hands they have got. You will then see if the company’s money has been used to finance the purchase.† Thus for this case if the company accepts Luke’s land as payment for the shares, it is not a bona fide commercial transaction entered in good faith and is prohibited by section 67(1). Thisi s because the land serves no specific purpose to the company and future benefits will not flow to the company through this entity. This means that the land is of no use to the company at the time of purchase which shows that it is not a bona fide commercial transaction. Furthermore this also shows that the company’s money paid to Luke for the land will be used to purchase its shares. If Joe and Mike accept this transaction, they will be guilty under section 67(3) of the Companies Act and section 67(4) provides that officers who are guilty are liable to compensate the company or any person who has suffered losses or damage as a result of the prohibited transaction. REFERENCES 1) http://www.scribd.com/doc/64780622/1/S128-1-Companies-Act-1965 2) http://www.ssm.com.my/files/clrc/consultation_documents/cd2.pdf 3) Chan Wai Meng (2012) . Company Law in Malaysia: Cengage Learning.

Joseph Sheridan Le Fanu’s Carmilla: Bram Stoker’s Inspiration for Dracu

Joseph Sheridan Le Fanu’s Carmilla: Bram Stoker’s Inspiration for Dracula â€Å"3 May. Bistritz. Left Munich at 8:35 p.m.† Abraham Stoker in this unassuming way begins his Gothic masterpiece, Dracula (The Annotated Dracula 1). Dracula has been called ‘imaginative’ and ‘original.’ , and Harry Ludlam calls it â€Å"the product of his own vivid imagination and imaginative research† (Senf 41). However, the originality of Stoker's Dracula is in doubt. By a similarity in the setting, characters and plot, in Bram Stoker’s Gothic work Dracula and the posthumously published short story â€Å"Dracula’s Guest,† Stoker is shown to have used Joseph Sheridan Le Fanu’s classic, Gothic, short story, â€Å"Carmilla†, as the basis and inspiration for Bram Stoker’s vampiric masterpiece, Dracula. In 1897, Abraham Stoker published Dracula, a classic Gothic novel which continues to capture the hearts and imaginations of readers after nearly a century. The novel is written as a collection of journals, which are kept in a wide array of methods, letters and newspaper clippings. Dracula opens in Eastern Europe with a young solisitor named Jonathan Harker traveling to Transylvanian castle. The castle’s owner, Count Dracula, is cruel in the manner of great evil, and uses Harker to have himself safely ferried to England and its fertile hunting ground of London. Dracula soon becomes embroiled in the lives of a small group of friends who see him for the fiend that he is. These young people, aided by the aging Dr. Van Helsing vow to see Dracula destroyed, and they succeed in driving him out of England and back to his homeland. They follow hard upon and catch him just before he reaches the safety of his castle. Within sight of safety, Jonathan Harker and Quency Morris behea... ...cula: The Vampire and the Critics. Ed. Margaret L. Carter. Studies in Speculative Fiction 19. Ann Arbor: UMI, 1988. 231-45. Leatherdale, Clive. Dracula: The Novel and The Legend. Wellingborough: Aquarian, 1985. Le Fanu, James Sheridan. â€Å"Carmilla.† Vampires: Two Centuries of Great Vampire Stories. Ed. Alan Ryan. Garden City: Doubleday, 1987. Melton, J. Gordon. The Vampire Book: The Encyclopedia of the Undead. Detroit: Visible Ink, 1994. Senf, Carol A. Introduction. The Critical Response to Bram Stoker. Ed. Carol A. Senf. Westport: Greenwood, 1993. 1-41. Stoker, Bram. The Annotated Dracula. Ed. Leonard Wolf. New York: Ballantine, 1975. ---. â€Å"Dracula’s Guest.† Vampires: Two Centuries of Great Vampire Stories. Ed. Alan Ryan. Garden City: Doubleday, 1987. Roth, Phyllis A. Bram Stoker. Twayne’s English Authors Series 343. Boston: Twayne, 1982.

Socio-Spatial Context of Urban Art in the Realm of Delhi

SOCIO SPATIAL CONTEXT OF URBAN ART IN THE REALM OF DELHI Introduction Before I dive into the debut to the thesis, I want to denote my capable affair through my response to 6 critical inquiries written below.What do I desire to analyze?I want to analyze the modern twenty-four hours phenomenon that is street art from a socio-spatial position in the urban kingdom of Delhi. I will see street art to include ( in order of importance to my thesis ) :GraffitiPublic art installingsTraditional sculptures and statues situated in the public zone2. Why is it of import to cognize about this subject? Street art has had a enormous impact on the lives of people, consciously or sub-consciously. It has acted as the voice of the laden and oppressors both. It will go on to play an of import function in distributing propaganda. It will besides go on to germinate into more signifiers of an artistic look. Hence we need to spread out our understanding upon this subject to foretell what the hereafter of street art is traveling to be. 3. How is this work situated in relation to my anterior work? I have experience in street art as I have done graffito for art festivals. I had besides planned collaborative street event with some friends to showcase HIP HOP in the streets of Hauz Khas small town. Four elements of HIP HOP include: DJ, Graffiti, MC and interrupt dance. Although It dint work out because of committedness issues, a senior ( SPA pass-out ) of mine, who was to be the DJ in my undertaking, managed to put to death my enterprise. I believe my old experience with graffito makes me a good campaigner to consider upon this subject. Besides, I have an unconditioned involvement in mass psychological science ( behavioural in peculiar ) . 4. What methods will I utilize to carry on this research? The secondary manner of survey is of head importance since the research focuses on the behavioural psychological impact public art has on the. The situational context of the secondary study is worldwide, assisting to understand the impact of urban art at a holistic degree. I will place socio-spatial parametric quantities from the secondary instance surveies. 3 books have been selected which talk about public art as a construct, graffito and installing art severally. 1.Finkelpearl, T, & A ; Acconci, V, 2001. Dialogues in Public Art. 2nd erectile dysfunction. Massachusetts: First MIT 2.Ganz, N. , & A ; Manco, T, 2004. Graffiti universe: street art from five continents. New York, H.N. Abrams. 3.Bishop, C, 2005. Installation Art. 1st erectile dysfunction. ( unknown ) Routledge. Based on the parametric quantities derived from the secondary survey, viz. socio –spatial elements of street art, 3 primary researches will be conducted. A three pronged Interview of urban creative persons, the interior decorators of the infinite and the people who experience their art will be conducted for each primary instance survey. The status where the interior decorators have prompted art in their creative activity will besides be analyzed. 5. What will it bring forth? This chance will hopefully bring forth an penetration into the manner the built, in this instance, the graffito and the installing art have an impact on the societal domain of life. 6. Research inquiry What are the socio-spatial characters of street art in the urban kingdom of Delhi? The creative person is a receptacle for emotions that come from all over the topographic point: from the sky, from the Earth, from a bit of paper, from a passing form, from a spider ‘s web. -Pablo Picasso Graffiti has existed in one signifier or the other since the morning of clip. From cave pictures to Nazi propagandas, it has been a steady perceiver and teacher to the human civilisation. The modern twenty-four hours graffito has its roots in the 80’s. It has morphed itself from being a tool of look for the laden and oppressors likewise into a booming art signifier portion of the hip hop civilization of today. In recent old ages graffiti has grown bolder, more ornate, more sophisticated and, in many instances, more acceptable. Yet unsanctioned public art remains the job kid of cultural look, the last criminal of ocular subjects. Even though it is still non wholly welcomed and respected yet, it has gained popularity and credence in the younger coevals of today. Graffiti as a signifier of art has branched itself into other signifiers of modern-day art such as installing art, urban art, guerilla art, post-graffiti, neo graffito. It is engrained in the civilization of today. The graffito of the 80s is morphing and germinating into a broad array of bizarre and intriguing constructs such asMobius, created by art and design house Eness for the metropolis of Melbourne, Australia. It is a kinetic sculpture whose motion is undetectable by the bare oculus — the lone manner to see it travel is via time-lapse picture. The outgrowth of installing art as portion of graffito and as a separate entity in itself is rather an interesting development. Graffiti today has embraced the manner of installing art, art which has a 3rddimension to it. As opposed to the 2 dimensional old school graffito, this new geographic expedition in the 3rddimension is taking the art signifier to unobserved and antecedently impossible highs. The urban creative person is the receptacle whose art is in response to emotions given out by the societal order of the metropolis. Traveling a full circle, the societal order of our lives besides acts as the receptacle which absorbs all the emotion urban art emanates. For my literature referrals, I have decided to sort my reads into 3 classs:Generic public artGraffitiPublic installing artKnight ( 2011 ) defines as art in any media that has been planned and executed with the purpose of being staged in the physical populace sphere, normally outside and accessible to all. He besides suggests public art may include any art which is exhibited in a public infinite including publically accessible edifices, but frequently it is non that simple. Rather, the relationship between the content and audience, what the art is stating and to whom, is merely every bit of import if non more of import than its physical location. Finkelpearl ( 2009 ) conducts interviews of a broad scope of creative persons, administrative officials, and others whose lives have been affected by these undertakings in the North American context. He tells the narrative of a selected group of public art undertakings through these interviews. I think this book raises a set of critical set of issues from an remarkably wide set of positions. From an creative person who mounted three bronze sculptures in the South Bronx to the administrative official who led the battle to hold them removed ; from an creative person who describes his work as a â€Å" malignant neoplastic disease † on architecture to a brace of designers who might hold with him ; from an creative person who formed a alliance to change over 22 derelict row houses into an art center/community revival undertaking to a immature adult female who got her life back on path while life in one of the born-again houses. The category contradictions inherent in the term â€Å"public art† have been addressed by Finkelpearl ( 2009 ) by conveying different kinds of people into contact in originative ways. He besides provides a concise overview of altering attitudes toward the metropolis as the site of public art. In the book Dialogues in public art by Finkelpearl, the 20 interviews are divided into four parts:Controversies in Public Art: This portion focuses undertakings that are met with important contention. Richard Serra’s tilted discharge, John Ahearn’s three bronzes in the South Bronx, Maya Lin’s Vietnam Veterans Memorial, and Welcome to America’s finest Tourist Plantation by David Avalos, Louis Hock and Elizabeth Sisco. The interviews discourse how some of the contentions were welcomed as portion of the undertaking and how the alterations and/or remotion of the controversial plants of art have shed new visible radiation on the nature of the undertaking and its relationship with its audience.Experiments in Public Art as Architecture and Urban Planning:The series of interviews in this part discuss one of the waies that public art took in the aftermath of the contentions that move off from traditional definitions of art towards landscape design, architecture and planning. This subdivision begins with an interview with designers Denise Scott Brown and Robert Venturi, in which they discuss their edginess in the infliction of art in the public design procedure. Sculptor Vito Acconci negotiations about how he has managed to infiltrate architectural design in his artistic pattern. Michael Singer and Linnea Glatt discourse their design of the solid waste direction installation in Phoenix, Arizona, while Ron Jensen, the former Director of Public Works for Phoenix, discusses the procedure that led him to engage two creative persons with small architectural background to be the lead interior decorators on a multimillion dollar installation. The solid waste direction installation is one of the few cases where the design and planning determinations in a public edifice were made by creative persons. Finally, Rick Lowe and Assata Shakur tell the narrative of Project Row houses, an art undertaking that transformed 22 creaky shotgun-style houses into a m odern-day art exhibition infinite, lodging for individual female parents and a community centre. Rick Lowe is an creative person whose work moved from the kingdom of architectural sculpture to urban design, while Assata Shakur is a former occupant in undertaking Ro houes’ immature female parents residential plan and a alumnus pupil in sociology at Penn State University.Dialogues on Dialogue-Based Public Art Projects:This series of interviews focal points on public art that makes duologue and indispensable component of the work itself. This is a really interesting facet to public art undertakings. The more duologue the work of art creates with its viewing audiences, the more singular and successful it is.Public Art for Public Health:This subdivision focuses on the Revival Fields and the AIDS thread. Artist Mel Chin and Dr. Rufus Chaney of the United States Department of Agriculture individually discuss Revival Field, an art and scientific discipline coaction that seeks to clea nse toxic waste sites utilizing â€Å"green remediation† . The book concludes with two interviews about the AIDS thread: Artist Frank Moore discusses how he helped originate the thread, and Jackie Mclean describes how she worked on the production of the thread at a women’s shelter while a member of the creative persons and stateless collaborative.The 2nd and the 3rd series of interviews are the 1s I would wish to pick up as secondary instance surveies. Knight C.K ( 2011 )takes a expression at public art and its populist entreaty, offering a more inclusive usher to America ‘s originative gustatory sensations and shared civilization. He examines the history of American public art – from FDR ‘s New Deal to Christo ‘sThe Gates– and challenges preconceived impressions of public art, spread outing its definition to include a broader range of plants and constructs such as Boston ‘s Big Dig, Las Vegas ‘ . Treasure Island and Disney World. In his booktitled Public Art: Theory, Practice and Populism, he offers an option to the traditional position and unfavorable judgment environing public art. Chapterization of the book is as follows:Introduction: A short History of the United States â€Å"Official† Public ArtRoosevelt’s New DealGeneral Services Administrarion’s Art-in-public-places planNational gift for arts’ Art-in-public-places-programConventional Wisdom: Populist purposes within established ParadigmsArt as monument Art as commemorationArt as agreeablenessArt in the Park, Art as the ParkArt as the AgoraArt as PilgrimageCulture to travel: From art universe to the universeWhat museums do for usMy museumEducation, Outreach, ProgramingThe alternate museumNot rather â€Å"art† , non rather â€Å"public† :The art of amusementThis is particular, I am particularOpen pocketbook, unfastened docket?Embracing spectacleSuper spectator: Increasing singlePower to the peopleClaiming infinite and topographic pointDig inDecision: Art for all?The problem with ( Re ) DevelopmentNonprofit organizations and the passing idyllBack to schoolGrieving los s, retrieving lifeTwo narratives in one metropolisKnight C.K ( 2011, Chapter 2 ) offers penetrations on the populist purposes of art within the established paradigms by speaking about art and its parametric quantities of design. I hope to absorb what the chapter has to offer. Through it I hope to understand what public art is at a deeper degree of understanding. I hope to understand what the aesthetic sense of the art should be, whom should it be directed to? Is it meant for the populace? If yes, so does it intend the graphics should exceed the artist’s private or aesthetic concerns? These are the subjects the book has talked about. Knight C.K ( 2011, Chapter 5 ) negotiations about whether the viewers’increaedagency to find the degrees of battle in art and virtues of their ain art expriences should be knowing or non. Miles M. ( 2005 ) treats public art as a societal procedure and in the urban context. He talks about public art outside the normal confines of art unfavorable judgment and topographic points it within broader contexts of public infinite and gender. He farther goes on to research the devising, direction and mediation of art outside its conventional location in museums and galleries, and the liveable metropolis – a construct affecting user-centred schemes for urban planning and design. Using different positions, he explores both the aesthetic and political facets of the medium. Miles M. ( 2005 ) applies a scope of critical positions which have emerged from different subjects – art unfavorable judgment, urban design, urban sociology, geographics and critical theory – to analyze the pattern of art for urban public infinites, seeing public art from places outside those of the art universe to inquire how it might lend to possible urban hereafters. Researching the diverseness of urban political relations, the maps of public infinite and its relation to the constructions of power, the functions of professionals and users in the building of the metropolis, the gendering of infinite and the ways in which infinite and citizen are represented, Miles M. ( 2005 ) explains how these issues are as relevant to architecture, urban design and urban planning as they are to public art. Pulling on a wealth of images from across the UK and Europe and the USA, in peculiar, he inquiries the effectivity of public art in accomplishing more pleasant urban environments, whilst retaining the thought that conceive ofing possible hereafters is every bit much portion of a democratic society as utilizing public infinite. Art, Space and the City by Miles M. is chapterized as follows:IntroductionTHE CITYSPACE REPRESENTATION AND GENDERTHE MONUMENTTHE CONTRADICTIONS OF PUBLIC ARTArt IN URBAN DEVELOPMENTArt IN METROPOLITAN PUBLIC TRANSPORTART IN HEALTH SERVICESArt AS A SOCIAL PROCESSCONVIVIAL CITIESNotesFurther READINGSBibliographyIndexThe chapters of involvement are infinite representation and gender, art in the urban development and art as a societal procedure. I am sing graffito as a signifier of public art. It is chiefly an urban phenomenon which gained popularity in the 1980’s. GANZ, N. & A ; MANCO, T. ( 2004 ) have studied what graffito is, where it came from, how is it situated on the Earth in today’s universe. They have explored how letters used to rule graffitos but over the past decennary, graffito authors have expanded the graffiti civilization to a wider range of look. The station graffiti motion is characterized by more advanced attacks to organize and technique that travel beyond traditional perceptual experiences of classical graffito, In their book Graffiti universe: street art from five continents,they have provided illustrations of graffito around the universe. They divide the locations into the Americas, Europe and the remainder of the universe. The contents of the book is as followsForewordWorldwide history of graffitoThe here and nowThe AmericasEuropeThe remainder of the universeInformationCrew namesGlossaryWeb sitesChoice magazinesSelect bibliographyRecognitionsGANZ, N. & A ; MANCO, T. ( 2004, chapter 3 ) put graffito in a present context. They point out the development of graffito from being entirely spray can-based to encompassing a wider scope of mediums. They have besides talked about the outgrowth of cyberspace and its interesting function in the development of graffito. These modern-day issues of graffito are the chief ground I have chosen to read this book. I shortlisted this book besides for the ground that it tries to carry through a comprehensive certification of graffito and its varying characters across the universe. Apart from that, I will besides be confer withing the chapters of world-wide history of graffito and the locational chapters showcasing graffito in the Americas, Europe and the remainder of the universe. Graffiti has of late taken a measure further in its development. Graffiti today has embraced the attack of installing art, art which adds a 3rddimension to it. As opposed to the 2 dimensional old school graffito, this new geographic expedition in the 3rddimension is taking the art signifier to unobserved and antecedently impossible highs. .Installation art has emerged as portion of graffito and as a separate entity in itself. Bishop ( 2005 ) provides both a history and a full critical scrutiny of this ambitious country of modern-day art, from 1960 to the present twenty-four hours. Using instance surveies of important creative persons and single plants, Bishop ( 2005 ) argues that, as installing art requires its audience to physically come in the graphics in order to see it, installing pieces can be categorised by the type of experience they provide for the screening topic. Equally good as researching the methodological analysiss of the creative persons examined, she besides explains the critical theory that informed their work. Documentary moviesi‚ · RASH ( 2005 ) , a characteristic length docudrama by Mutiny Media researching the cultural value of Australian street art and graffitoi‚ · Roadsworth: Traversing the Line ( 2007 ) , a documental movie about the legal battle of Montreal street creative person Roadsworthi‚ · Bomb It ( 2008 ) , a documental movie about graffito and street art around the universei‚ · Exit Through the Gift Shop ( 2010 ) , a docudrama created by the creative person Banksy about Thierry Guettai‚ · Street Art Awards ( 2010 ) , opening of the street art festival in Berlini‚ · Las Calles Hablan ( 2013 ) , Las Calles Hablan, a characteristic length docudrama about street art in Barcelonai‚ · Style Wars ( 1983 ) , a PBS docudrama about graffiti creative persons in New York City having Seen, Kase2, Dez and DondiMention Bishop, C, 2005.Installation Art. Edition. 1sterectile dysfunction. Routledge. Finkelpearl, T, & A ; Acconci, V, 2001.Dialogues in Public Art. 2nd erectile dysfunction. Massachusetts: First MIT Ganz, N. , & A ; Manco, T, 2004.Graffiti universe: street art from five continents. New York, H.N. Abrams. Knight, C.K. , 2011.Public Art: Theory, Practice and Populism. 2nd erectile dysfunction. MA, USA: Blackwell Publishing Miles, M, 2005.Art, Space and the City. 3rd erectile dysfunction. London: Routledge.

Definition and Examples of Theme-Writing

Theme-writing refers to the conventional writing assignments (including five-paragraph essays) required in many composition classes since the late-19th century. Also called school writing. In his book The Plural I: The Teaching of Writing (1978), William E. Coles, Jr., used the term themewriting  (one word) to characterize empty, formulaic writing that is not meant to be read but corrected. Textbook authors, he said, present writing as a trick that can be played, a device that can be put into operation . . . just as one can be taught or learn to run an adding machine, or pour concrete. Examples and Observations: The use of themes has been maligned and vilified in the history of writing instruction. They have come to represent what was bad about the Harvard model, including an obsession with correcting the themes in red ink, but the womens colleges typically used themes to get students writing regular essays based on common topics. . . . Theme writing, as David Russell notes in Writing in the Academic Disciplines, 1870-1990, continued to be a model for required composition courses at small liberal arts colleges much longer than it did in the larger universities, in large part because the universities could no longer keep up with the labor-intensive practice of having students write multiple essays over the course of a semester or year.(Lisa Mastrangelo and Barbara LEplattenier, Is It the Pleasure of This Conference to Have Another?: Womens Colleges Meeting and Talking About Writing in the Progressive Era. Historical Studies of Writing Program Administration, ed. by B. LEplattenier and L. Mast rangelo. Parlor Press, 2004)Camille Paglia on Essay Writing as a Form of Repression[T]he present concentration on essay writing at the heart of the humanities curriculum is actually discriminatory against people of other cultures and classes. I think its a game. Its very, very obvious to me, having been teaching for so many years as a part-timer, teaching factory workers and teaching auto mechanics and so on, the folly of this approach. You teach them how to write an essay. Its a game. Its a structure. Speak of social constructionism! Its a form of repression. I do not regard the essay as its presently constituted as in any way something that came down from Mount Sinai brought by Moses.(Camille Paglia, The M.I.T. Lecture.  Sex, Art, and American Culture. Vintage, 1992)English A at HarvardHarvards standard, required composition course was English A, first given in sophomore year and then, after 1885, moved to the first year. . . . In 1900-01 writing assignments included a mix of da ily themes, which were brief two- or three-paragraph sketches, and more extended fortnightly themes; topics were up to the student and thus varied widely, but the dailies usually asked for personal experience while the longer ones covered a mix of general knowledge.(John C. Brereton, Introduction. The Origins of Composition Studies in the American College, 1875-1925. Univ. of Pittsburgh Press, 1995)Theme Writing at Harvard (Late 19th Century)When I was an undergraduate at Harvard our instructors in English composition endeavored to cultivate in us a something they termed The daily theme eye. . . .Daily themes in my day had to be short, not over a page of handwriting. They had to be deposited in a box at the professors door not later than ten-five in the morning. . . . And because of this brevity, and the necessity of writing one every day whether the mood was on you or not, it was not always easy--to be quite modest--to make these themes literature, which, we were told by our instru ctors, is the transmission through the written word, from writer to reader, of a mood, an emotion, a picture, an idea.(Walter Prichard Eaton, Daily Theme Eye. The Atlantic Monthly, March 1907)The Chief Benefit of Theme-Writing (1909)The chief benefit derived from theme-writing lies probably in the instructors indication of errors in the themes and his showing how these errors are to be corrected; for by these means the student may learn the rules that he is inclined to violate, and thus may be helped to eliminate the defects from his writing. Hence it is important that the errors and the way to correct them be shown to the student as completely and clearly as possible. For instance, suppose that a theme contains the sentence I have always chosen for my companions people whom I thought had high ideals. Suppose the instructor points out the grammatical fault and gives the student information to this effect: An expression such as he says, he thinks, or he hears interpolated in a relati ve clause does not affect the case of the subject of the clause. For example, The man who I thought was my friend deceived me is correct; who is the subject of was my friend; I thought is a parenthesis which does not affect the case of who. In your sentence, whom is not the object of thought, but the subject of had high ideals; it should therefore be in the nominative case. From this information the student is likely to get more than the mere knowledge that the whom in this particular case should be changed to who; he is likely to learn a principle, the knowledge of which--if he will remember it--will keep him from committing similar errors in future.But the theme from which one sentence is quoted above contains fourteen other errors; and the forty-nine other themes which the instructor is to hand back to-morrow morning contain among them about seven hundred and eighty-five more. How shall the instructor, as he indicates these eight hundred errors, furnish the information called for by each one? Obviously he must use some kind of shorthand.(Edwin Campbell Woolley, The Mechanics of Writing. D.C. Heath, 1909)