Asic V Adler

671 Words3 Pages
In issue was a payment of $10M by an HIH subsidiary to a company of which Rodney Adler was a sole director. By use of a trust mechanism, approximately $4 million was used to acquire HIH shares, venture capital unlisted investments were purchased from another Adler company, and loans were made to entities, which were associated with Adler. These transactions occurred with no board or member approval and without disclosure – the loans were given without proper documentation or security being sought and the payment was made so that it would not come to the attention of other HIH directors. Adler, Williams and fodera was found to have contravened four sections of the Corporations Act relating to a director's duty to act in good faith and for a proper purpose (section 181), duty not to improperly use position (section 182), duty not to improperly use information (section 183), and the duty to act with due care and diligence (section 180). Act in good faith and for a proper purpose (section 181) A director or other officer of a corporation must exercise their powers and discharge their duties: 1 in good faith in the best interests of the corporation 2 for a proper purpose. in regards to Alder’s case, a director is found to have intentionally acted recklessly or dishonestly, Directors can be found guilty in criminal proceeding. duty not to improperly use position (section 182) A director of a corporation must not improperly use their position to gain an advantage for themselves or someone else, or cause detriment to the corporation. Where the directors of Adler’s contravene this section when engaging in conduct with the intention and purpose of obtaining an advantage or causing a detriment, regardless of whether the benefit or detriment actually occurs in fact. duty not to improperly use information (section 183) A person who obtains information because

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