Reference no: EM132380546

LAWS202 - Individual Assessment

Term 2, 2019

Marvel Universe Pty Ltd. (MA Pty Ltd) specialises in education solution for the Australian business market. The board of the company is approached by Dr Thanos who offers a highly - developed academic software package, called the "Hulk Academics Programme", to the company for $5 million plus a percentage of profits for the next 4 years. The offer was rejected by the board duo to a perceived lack of company funds for such a software Package as part of its research and development division.

Tony Stark, a director of Marvel Universe Ply Lad was at the board meeting and supported the unanimous decision to reject the offer from Dr Thanos.

Tony Stark later discussed the offer from Dr Thanos with an associate (and fellow academic software expert)Steve Rogers and they agreed to form a syndicate with Dr Thanos, and a shady corporate investor friend, Thor Odin, who is a resident Of New Zealand, to develop the software and market it. The syndicate formed a new company, Endgames Pty Ltd, from an existing Australian company controlled by Thor Odin. For this purpose.

When the software was launched, Tony Stark personally contacted a number of Marvel Universe Ply Ltd clients including Peter Parker and Anthony Man. The launch was a huge success resulting in a significant number of orders made for the software package.

In addition, on two separate occasions, Tony Stark used his position as a director of a separate company, iron Man Ply Ltd, to transfer $50,000 and $650,000 to himself and his friend, Hawkeye, to invest in shares in Endgame Pty ltd while he was the sole director of Iron Man Pty ltd.

(a) Advise Marvel Universe Pty Ltd of any breaches of duty to the company committed by Tony Stark and any remedies that would be available against him. Tony Stark remains a director of Marvel Universe Ply Ltd.

(b) Would you answer be materially different if Tony Stark has resigned his directorship prior to forming Endgame Pty Ltd for the sole purpose of exploiting this opportunity? Why/why not?

(C) Has Tony Stark breathed any of his duties as a director of Iron Man Pty Ltd? Consider any specific legislative provisions and any remedies that may apply and any relevant case as in support of your answer.

(d) Do the duties placed on directors of companies under Australian law encourage or discourage corporate activity? Explain your answer in light of recent developments in company law.

Please state any assumptions that you made in preparing your answers and consider the relevant cases and legislation in your answers.

Use this report on IRAC format with including 5 relevant cases.