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

What are the features of the omc process, What are the features of the OMC ...

What are the features of the OMC process Participation is also seen as a central feature of the OMC process, especially if it is to be extended beyond 'top-down' to encompass '

Advertising gambit, Bagra Used Cars Ltd. has as the most prominent show on ...

Bagra Used Cars Ltd. has as the most prominent show on its lot an immaculate, highly polished model which rotates slowly on a raised circular platform under powerful floodlights. T

#title.32228-05, Hi do you have solutions for 32228-05 question on law

Hi do you have solutions for 32228-05 question on law

Function and powers of chairman, Function and Powers of Chairman: In t...

Function and Powers of Chairman: In the case of National Dwellings Society v Sykes Chitty, J. stated: "It is the duty of the chairman, and his function, to preserve order,

Quorum, QUORUM: However a quorum is the minimum number of persons who ...

QUORUM: However a quorum is the minimum number of persons who must be present at a meeting in order that the meeting may validly transact the business for that it was convened

Government optimal long run policy - nash equilibrium, Government optimal l...

Government optimal long run policy - Nash equilibrium The government's optimal long run policy is associated with policy coordination at point C. However, as in the static mod

Explain the white paper of parliamentary procedures, Explain the white pape...

Explain the white paper of parliamentary procedures. White Paper: It sets out the intention of the legislation and takes in account comments which have been received onto

Explain territorial principle of criminal jurisdiction, Explain Territorial...

Explain Territorial principle of criminal jurisdiction The territorial principle provides that the courts of the State where a crime is committed may exercise jurisdiction over

Successive stages of a capital reorganisation, Successive stages of a capit...

Successive stages of a capital reorganisation: There was a sequence of general and class meetings to approve the successive stages of a capital re-organisation.  Out of 1,600

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