Tuesday, December 31, 2019
William Shakespeare and Macbeth - 8813 Words
The Fall of Man The ancient Greek notion of tragedy concerned the fall of a great man, such as a king, from a position of superiority to a position of humility on account of his ambitious pride, or hubris. To the Greeks, such arrogance in human behavior was punishable by terrible vengeance. The tragic hero was to be pitied in his fallen plight but not necessarily forgiven: Greek tragedy frequently has a bleak outcome. Christian drama, on the other hand, always offers a ray of hope; hence, Macbeth ends with the coronation of Malcolm, a new leader who exhibits all the correct virtues for a king. Macbeth exhibits elements that reflect the greatest Christian tragedy of all: the Fall of Man. In the Genesis story, it is the weakness of Adam,â⬠¦show more contentâ⬠¦Shakespeares Macbeth remains one of his most popular plays, both for classroom study and performance, and with good reason. Here we have the playwrights shortest play, but arguably his most intense, in terms both of its action and its portrayal of human relationships. The butcher and his fiend-like queen are among the most attractive villains in stage history, and the profound psychology with which Shakespeare imbues them is deliciously pleasurable for theater audience and student alike. Macbeth was a real king of eleventh-century Scotland, whose history Shakespeare had read in several sources, principally theChronicles of Holinshed, to which he referred for many of his other historical dramas. In Holinsheds account, Banquo and Macbeth combine to kill King Duncan after winning his favor in a battle against the Danes. The original story is full of wonderful details that show the cunning of the Scots and Macbeth, who slaughtered an entire Danish army not by brute force, but by cunning: first mixing a sleeping potion and sending it, like the Trojan horse, as a gift to the enemy army. Once they were asleep, Macbeth was able to kill them easily. Presumably from this incident, Shakespeare derived his idea of having Lady Macbeth administer a sleeping potion to the guards of King Duncans chamber. In Holinsheds account, however, although we learn that Macbeths wife is ambitious to become queen, Lady Macbeth does not feature as an accomplice. Instead, Banquo joinsShow MoreRelatedMacbeth by William Shakespeare770 Words à |à 3 PagesThe play Macbeth is written by William Shakespeare. It is believed to be written between 1603 and 1607 and set in eleventh century Scotland. It is also believed to be first performed in 1606. It is considered to be one of the darkest and most powerful tragedies. Macbeth, set in Scotland, dramatizes the psychological and political effects produced when evil is chosen to fulfill the ambition of power. The Tragedy of Macbeth is Shakespeareââ¬â¢s shortest tragedy and tells the story of Macbeth, a ScottishRead MoreMacbeth, By William Shakespeare1425 Words à |à 6 PagesMacbeth Just Canââ¬â¢t Wait To Be King Everyone has a quality that they do not like about themselves. Some people struggle to be social, others may be too controlling of people. The list goes on and on, but the point is that everybody has a particular quality that they must learn to control or else that particular quality can get out of hand. Of course, one could write a list of characters that have major flaws. There is no better example than William Shakespeareââ¬â¢s character, Macbeth, in The TragedyRead MoreMacbeth, By William Shakespeare1409 Words à |à 6 Pages ââ¬Å"Fair is foul, and foul is fair: Hover through the fog and filthy air.â⬠On October 17th, I had the pleasure of going to see Macbeth performed at the Shakespeare Tavern. Along with its reputation for being ââ¬Å"cursed,â⬠Macbeth is also known as one of the crown jewels of William Shakespeareââ¬â¢s repertoire. In my opinion, the central concept of this particular retelling of the play was the murkiness of character. Throughout the pla y, the many characters go through fierce temptation and strife, and noneRead MoreMacbeth, By William Shakespeare1203 Words à |à 5 PagesMacbeth is a play based on King James I, it was written by William Shakespeare, however this play isnââ¬â¢t a king and queen fairy tale, but itââ¬â¢s a play about greed and guilt, chaos and murder and three evil witches who use prophecies to influence Macbeth to do bad things, using flattery would instigate his inner ambition to become king, which in the end doesnââ¬â¢t lead to a very happy ending. Shakespeareââ¬â¢s, Macbeth, was written in the early Jacobean period. During those times, women had no power, theyRead MoreMacbeth, By William Shakespeare1243 Words à |à 5 PagesIn William Shakespeareââ¬â¢s ââ¬Å"Macbethâ⬠, the author portrays the main character Macbeth as a very tortured and flawed individual whose actions only serve to further unravel him. He is conflicted and power hungry, which drives him to perform evil murders and become a ruthless person. Macbethââ¬â¢s moral compass is not resilient enough to withstand his wifeââ¬â¢s manipulations and he is provoked to act on his malicious thoughts of murder. The author explores the terrible effects that ambition and guilt can haveRead MoreMacbeth, By William Shakespeare Essay1487 Words à |à 6 Pagesreactionâ⬠. Macbeth by William Shakespeare is a tale which illuminates the consequences of violating the ââ¬Å"Natural orderâ⬠, the hierarchy of beings in the universe. When Macbeth, a warrior wel l-known for his courage and bravery, murders King Duncan acting on his unchecked ambition to claim the throne, the order was disrupted, the resultâ⬠¦chaos. Shakespeare uses symbolism to illustrate the atmosphere of the play as the natural order is flung into a state of turmoil. These techniques used by Shakespeare is usedRead MoreMacbeth, By William Shakespeare1483 Words à |à 6 Pagesdifferent references in the play of how a king deals with power and if they use it for better or for their own personal gain. In the play Macbeth, by William Shakespeare, Macbethââ¬â¢s obsession with his journey to power leads to his failure. This obsession is demonstrated through the prophecies, the murder of his best friend Banquo, and his own demise. Macbeth demonstrates that he is incapable of mastering the power and responsibilities of being a king. This is indicated throughout the play with theRead MoreMacbeth, By William Shakespeare1045 Words à |à 5 PagesBlood appears in only two forms, but many times in Macbeth by William Shakespeare; between the war scene at the beginning of the play and the lifting of Macbethââ¬â¢s severed being lifted by Macduff at the end. It can be said that Macbeth could have been written in blood that there is such a large amount. What is unique about blood in Macbeth is that the ââ¬Å"imaginary bloodâ⬠or the guilt that the murderer feels plays more of a role of understand and amplifying the theme of the play, that blood is guiltRead MoreMacbeth, By William Shakespeare1431 Words à |à 6 Pages Macbeth, though originally a valiant and prudent soldier, deteriorates into an unwise king whose rash decisions conclusively end in the atrophy of his title, power, and position. Several facto rs contribute to the downfall of Macbeth, which produce a contagion effect and ultimately end with his demise. He receives help from his ââ¬Å"inner ambitions and external urgingsâ⬠which result in his downfall (Bernad 49). The ââ¬Å"external urgingsâ⬠consist of the weird sisters who disclose his prophecies, which enlightenRead MoreMacbeth, By William Shakespeare2060 Words à |à 9 Pagesthe green one red Macbeth Quote (Act II, Sc. II). Out, out, brief candle! Life s but a walking shadow, a poor player that struts and frets his hour upon the stage and then is heard no more: it is a tale told by an idiot, full of sound and fury, signifying nothing. Macbeth Quote (Act V, Scene V). These quotes have been taken from play Macbeth written by William Shakespeare. Like these quotes there are hundreds and thousands of such heart touching quotes written by Shakespeare in his many different
Sunday, December 22, 2019
The Apology Of The Stolen Generations - 1921 Words
The apology to the Stolen Generations was delivered by Prime Minister Kevin Rudd in the House of Representatives on the 13th February 2008. The national apology has become a symbol of hope for Indigenous and Torres Strait Islanders. Australia in modern day society are somewhat optimistic for the future of the relationship between both races. Attitudes to Indigenous lives and lifestyles, interactions and attitudes to personal involvement and cultural awareness and pride determines the quality of this relationship. The 2008 government apology to the Stolen Generations brought attention to the issue of reconciliation in a positive way that set an optimistic tone for the future. To improve the relationship between Indigenous and non-Indigenous Australians and provide equal life chances for all Australians, it is crucial to understand the underlying perceptions and values that influence society. An essential consideration in understanding the significance of the apology is to understand t he nature of mistakes and responsibilities to which the apology responds. State and territory parliaments delivered apologies which were recommended by the Bringing Them Home (1997) report of the Australian Human Rights Commission. This inquiry was based on the removal of Indigenous Torres Strait Islander and Aboriginal juveniles from their families, culture and land. Post events of the apology delivered in 2008, saw Kevin Rudd apologising again to the Forgotten Australians in November 2009. ItShow MoreRelatedThe Letter Apology Of The Stolen Generations By Kevin Rudd3036 Words à |à 13 PagesThe 2008 apology to the Stolen Generations by Kevin Rudd is historically significant for a number of reasons (Creative Spirits, 2014). Some felt it provided closure to a painful and traumatic part of Indigenous history while others fail to see how the apology has in the years after proven to change the circumstances of Indigenous peoples. Impacts in areas such as health, education, economic op portunity and involvement in child protection and/or the criminal justice system are all areas which shouldRead MoreThe Apology Of The Holocaust1294 Words à |à 6 PagesRudd, had finally apologised the Stolen Generations in his ââ¬Ësorryââ¬â¢ speech. The Apology was an important step towards rebuilding respectful and new relationships between indigenous and non-indigenous Australians, and to honour and apologize to stolen generations. Many Australians believe that respectful relationships are essential if we are to solve persistent problems. But poll results can sometimes show otherwise. We will see how the media saw the ââ¬Ësorryââ¬â¢ apology, how aboriginal and non- indigenousRead MoreEffects Of The Colonization Of Indigenous People860 Words à |à 4 Pagesalso their ancestors. They also have respect and responsibility for country and the wisdom and authority of Elders. This situates a strong emphasis on kinship and relationships within families and other members of Aboriginal communities. The Stolen Generation was the result of the trauma that the Aboriginal and Torres Strait Islanders face today. Due to this trauma, this has led to them to losing their culture where they have now fallen at a disadvantage such as their immediate socioeconomic causesRead MoreWhat Did The Stolen 3 Generation Affected The Australian Population1423 Words à |à 6 PagesBackground: During the 1890ââ¬â¢s and 1970ââ¬â¢s, Indigenous Australians did not have equal rights as the ââ¬Ëwhiteââ¬â¢ Australians and were treated callously, anguished and tortured due to their race. The Stolen Generation was the event where children, who were of an Australian Aboriginal or Torres Strait Islander descent, were removed from their families. Many Indigenous children were forcefully removed from their families, never being able to see them again. The treatment towards the Indigenous Australianââ¬â¢sRead MoreThe impacts of the Stolen Generation on Australian Life Essay1600 Words à |à 7 PagesThe Stolen Generation has had a great effect on Aboriginal rights and freedoms as Aboriginal and Torres Strait Islanders didnââ¬â¢t even have the rights to raise and look after their children and as a result 100,000 Aboriginal Australianââ¬â¢s were displaced and placed into white families. The lack of understanding and respect for Aboriginal culture also meant that many people who supported the removal of these children really thought they were doing ââ¬Å"the right thingâ⬠. The impact on Australian life todayRead MoreThe Long Journey Undertaken By Indigenous Australians1442 Words à |à 6 Pages2008, when the then Prime Minister, Kevin Rudd made an emotional speech to apologise to the Aborigines and Torres Strait Islanders for the terrible suffering and heart wrenching battle they have experienced before, during and long after the Stolen Generation occurred. Though the relationship between the Indigenous and the non-indigenous has somewhat improved, the struggle for the indigenous in the 21st century is still riddled with prejudice and problems. The British colonised Sydney, Australia inRead MoreIndigenous Speeches Research Essay798 Words à |à 3 PagesSpeeches are an iconic and widely used means of expression for our political leaders, particularly when discussing issues of importance such as Indigenous Australia. Paul Keatingââ¬â¢s ââ¬ËRedfern Speechââ¬â¢ and Kevin Ruddââ¬â¢s ââ¬ËApology to Australiaââ¬â¢s Indigenous Peoplesââ¬â¢ are the two political speeches which I will be analysing in this paper. The structure of this paper will follow the Cultural Competency Framework as a means for exploring the above stated speeches. This framework moves through knowledge; informedRead MoreReconciliation with the Indigenous People of Australia Essay614 Words à |à 3 Pagesa major step in achieving this is for an official apology to be made by the Australian Government to indigenous Australians - especially those of the Stolen Generation. But as with any controversial issue in our society there are many differing views on the matter, in support and not in support of such a move. This essay will briefly outline these arguments subjectively. Firstly an argument in support of an apology is that such a statement would be simply recognizingRead MoreAboriginal And Torres Strait Islanders1290 Words à |à 6 PagesStrait Islanders for equality and social justice and acknowledged their right to make decisions about matters affecting their own lives. In recognition however of the past injustices faced, Australiaââ¬â¢s Prime Minister of 2008, Kevin Rudd, presented an apology speech as a sign of respect to all the Indigenous people and Torres Strait Islanderââ¬â¢s. In doing so, this humble and righteous action has broken down the racial barrier between Aboriginals and Australians. Ultimately, promoting the rights of indigenousRead MorePart Indigenous Speeches Essay1682 Words à |à 7 PagesAssignment 2 ââ¬â Part A: Indigenous speeches ââ¬â research essay The Apology ââ¬â Prime Minister Kevin Rudd On the 13th February 2008, Prime Minister Kevin Rudd, offered an Apology to the Aboriginal and Torres Strait Islander People by way of a speech that he presented to the 42nd parliament of the Commonwealth. His speech outlined the past oppression of the Aboriginal and Torres Strait Islander people who had to endure pain and suffering. Children were forcibly removed from their families. Mr Rudd opened
Saturday, December 14, 2019
The Joy Luck Club Free Essays
joyHigh-context Cultures and Low-context Cultures The Joy Luck Clubà explores the clash between Chinese culture and American culture. One way of understanding the difference is to look at communication in these cultures. Chinese culture can be classified as a high-context culture and American culture as a low-context culture. We will write a custom essay sample on The Joy Luck Club or any similar topic only for you Order Now First I will define these terms, then explain the significance of these two categories, and finally apply them to The Joy Luck Club. * Cultureà is the way of living which a group of people has developed and transmitsfrom one generation to the next. It includes concepts, skills, habits of thinking and acting, arts, institutions, ways of relating to the world, and agreement on what is significant and necessary to know. Race, ethnicity, class, and gender are cultural creations; they derive their meanings from the culture. * Contextà is the whole situation, background, or environment connected to an event, a situation, or an individual. * Aà high-context cultureà is a culture in which the individual has internalized meaning and information, so that little is explicitly stated in written or spoken messages. In conversation, the listener knows what is meant; because the speaker and listener share the same knowledge and assumptions, the listener can piece together the speakerââ¬â¢s meaning. China is a high-context culture. * Aà low-context cultureà is one in which information and meanings are explicitly stated in the message or communication. Individuals in a low-context culture expect explanations when statements or situations are unclear, as they often are. Information and meaning are not internalized by the individual but are derived from context, e. . , from the situation or an event. The United States is a low-context culture. High-context Cultures In a high-context culture, the individual acquires cultural information and meaning from obedience to authority, through observation and by imitation. To acquire knowledge in this way and to internalize it, children must be carefully trained. High-context cultures are highly stable and slow to change, for they are rooted in the past ; one example is the Chinese practice of ancestor worship. They are also unified and cohesive cultures. In such cultures, the individual must know what is meant at the covert or unexpressed level; the individual is supposed to know and to react appropriately. Others are expected to understand without explanation or specific details. Explanations are insulting, as if the speaker regards the listener as not knowledgeable or socialized enough to understand. To members of a low-context culture, speakers in a high-context culture seem to talk around a subject and never to get to the point. The bonds among people are very strong in a high-context culture. People in authority are personally and literally responsible for the actions of subordinates, whether in government, in business, or in the family. (In the U. S. , on the other hand, the general practice is to find a ââ¬Å"fall guyâ⬠or scapegoat who takes the blame for those with more power and status. ) In a high-context culture, the forms (conventional ways of behaving) are important; the individual who does not observe the forms is perceived negatively; the negative judgments for an individualââ¬â¢s bad behavior may extend to the entire family. In embarrassing or awkward situations, people act as though nothing happened. Individuality, minor disagreements, and personality clashes are ignored, so that no action has to be taken. Taking action tends to be taken seriously, because once started an action must generally be completed. Individuals canââ¬â¢t stop an action because they change their minds, because they develop another interest, because unforeseen consequences arise, or because something better comes along. Consequently there is greater caution or even reluctance to initiate an undertaking or to give a promise. Chinese parents may overlook a childââ¬â¢s behavior, because they expect that the strong family tradition, which is based on ancestors, will cause the child ultimately to behave properly. The Clash of Low-context and High-context Cultures inà The Joy Luck Club In a low-context culture, as Edward T. Hall explains, ââ¬Å"Most of the information must be in the transmitted message in order to make up for what is missing in the context (both internal and external). In a low-context culture change is rapid and easy; bonds between people are looser; action is undertaken easily and can be changed or stopped once initiated. The mothers inà The Joy Luck Clubà expect their daughters to obey their elders and so learn by obedience, by observation and by imitation, as they did in China. Their elders did not explain. Because the mothers internalized values and knowledge, they seem to assume that knowledge is innate and that it is present in their daughters and only has to be brought out or activated. The internalization is so psychologically complete and so much a part of the mothersââ¬â¢ identities that they speak of it as physical. Am-mei, for instance, sees in her mother ââ¬Å"my own true nature. What was beneath my skin. Inside my bonesâ⬠(p. 40); to her, connection to her mother or filial respect is ââ¬Å"so deep it is in your bonesâ⬠(p. 41). But in this country, the mothersââ¬â¢ warnings, instructions, and example are not supported by the context of American culture, and so their daughters do not understand. They resent and misinterpret their mothersââ¬â¢ alien Chinese ways and beliefs. Similarly, the mothers do not understand why they do not have the kind of relationships with their daughters that they had with their mothers in China. The Joy Luck mothers were so close to their own mothers that they saw themselves as continuations of their mothers, like stairs. The communication problems that arise when one speaker is from a high-context culture and the other is from a low-context culture can be seen in the conversations of June and Suyuen, ââ¬Å"My mother and I never really understood one another. We translated each otherââ¬â¢s meanings and I seemed to hear less than what was said, while my mother heard moreâ⬠(p. 27). June looks for meaning in what is stated and does not understand that her mother omits important information because she assumes her daughter knows it and can infer it; her mother, on the other hand, looks for meaning in what has not been stated and so adds to what has been stated explicitly and comes up with meanings that surprise her daughter. The difficulties of growing up in a family from a high-context culture and living in a low-context culture appear in other Asian-American writers. The narrator of Maxine Hong Kingstonââ¬â¢sà The Woman Warriorà is unable to decide whether figures she sees are real persons or ghosts, whether stories she is told are true or fiction, what the meaning of those stories is, why she is told the stories, and whether an event really happens or is imagined. The Talk Story One way of maintaining and instructing children in traditional ways which Chinese immigrants adopted is the traditional Chinese talk story. According to Linda Ching Sledge, the talk story ââ¬Å"served to redefine an embattled immigrant culture by providing its members immediate, ceremonial access to ancient loreâ⬠; it also ââ¬Å"retained the structure of Chinese oral wisdom (parables, proverbs, formulaic description, heroic biography, casuistical dialogue). â⬠In the talk-story the narrator expects the listener to grasp the point, which is often not stated (unlike the Westernà Aesopââ¬â¢s Fables). Tan adopts the Chinese talk story in the mothersââ¬â¢ warning stories to their daughters. The talk story serves another function in this novel; E. D. Huntley explains, Talk story enables women who have been socialized into silence for most of their livesââ¬âtheà Joy Luckà mothers, for instanceââ¬âto reconfigure the events of those lives into acceptable public utterances: painful experiences are recast in the language of folk tale; cautionary reminders become gnomic phrases; real life takes on the contours of myth. More significantly, the act of performing talk story allows the storyteller to retain a comfortable distance between herself and her audience. Thus, the storyteller manages in some fashion to maintain the silence to which she is accustomed, as well as to speak out and share with others the important stories that have shaped her into the person that she is. An issue for both mothers and daughters is finding a voice, that is, finding a way to express the essential self. Themes inà The Joy Luck Club Identity. The stories tell of events which shape the identities of the mothers and daughters and give direction to their lives. Though David Denby is speaking of the movie, his description applies equally well to the novel, ââ¬Å"each story centers on a moment of creation or self-destruction in a womanââ¬â¢s life, the moment when her identity becomes fixed forever. â⬠The mothers do not question their identities, having come from a stable culture into which their families were integrated. Their daughters, however, are confused about their identities. Communication between American daughters and Chinese mothers. The mothers see their duty as encouraging and, if necessary, pushing their daughters to succeed; therefore, they feel they have a right to share in their success (the Chinese view). The daughters see the mothers as trying to live through them and thereby preventing them from developing as separate individuals and from leading independent lives (the American view). The link of the Chinese mothers and Chinese daughters. The Chinese mothers form a continuity with their mothers in China, a connection which they want to establish with their American daughters. Love, loss, and redemption. Throughout there exists what David Gates calls a ââ¬Å"ferocious love between mother and daughterâ⬠both in China and in this country. But the women also suffer loss, which ranges from separation to abandonment to rejection, in the mother-daughter relationship and in the male-female relationship. Sometimes the loss is overcome and the love re-established. Connection of the past and the present. The mothersââ¬â¢ past lives in China affect their daughtersââ¬â¢ lives in this country, just as the daughtersââ¬â¢ childhood experiences affect their identities and adult lives. Power of language. Without proficiency in a common language, the Chinese mothers and American daughters cannot communicate. St. Clair cannot communicate with his wife, and so he changes her name and her birth date, taking away her identity as a tiger. Lena St. Clair mistranslates for her father and for her mother. Also, words have great power. Expectation and reality. The mothers have great hopes for their daughters; their expectations for their daughters include not just success but also freedom. They do not want their daughtersââ¬â¢ lives to be determined by a rigid society and convention, as in an arranged marriage, and made unhappy as theirs were. The American reality fulfilled their expectations in unanticipated and unacceptable ways. Another way of expressing this theme is The American Dream and its fulfillment. Chinese culture versus American culture. This conflict appears throughout the novel, from the struggles of the mothers and daughters to Lena St. Clairââ¬â¢s Chinese eyes and American appearance and Lindo Jongââ¬â¢s Chinese face and her American face. How to cite The Joy Luck Club, Essay examples
Friday, December 6, 2019
Company Law for Corporate Governance in Australia - myassignmenthelp
Question: Discuss about theCompany Law for Corporate Governance in Australia. Answer: Introduction The facts of this scenario relate to the principles of corporation law and more specifically to corporate governance.[1] In advising the employee associations on the appropriate action to take, this paper shall first examine the actions of the directors in trying to impose a 25% pay cut agreement which the employees rejected and its implications under the corporation's act. The formation of PNGair and its purpose shall also be examined. The paper shall further discuss the redundancy decision on pilots and senior managers of Aussieair and their subsequent employment at PNGair at the rate that Aussieair had sought to impose. The options available to the employees will then be examined and a determination whether they can enforce the salaries that they were entitled to initially at Aussieair. The paper shall conclude by restating the position of the employees and the likelihood of succeeding in the action. The legal status of PNGair and Aussieair shall also be restated and whether the directors breached the provisions stipulated under the Corporations Act 2001. The nature of a company A company is a legal entity regarded in the eyes of the law as an artificial person with liabilities and rights. The shareholders own the company and are regarded as the real owners of the company.[2] The company directors are the ones with the power to control and manage the business of the company. Under section 124 of the Corporations Act, a company has powers of an individual and a legal capacity.[3] are viewed as separate legal identities. It can be sued or sue on its behalf, can own property, it has separate liabilities, and certain companies have limited liability. Where Companies have limited liability, it is either by guarantee or shares. A corporation has perpetual succession; the death of a shareholder does not affect its existence and continuity of carrying out its business.[4] A company as a separate legal entity was outlined in the famous case of Salomon v Salomon Co Ltd (1897). Mr. Salomon who had been a sole trade operating a boot business in the 1890s in London. He sold the boot business to the company to Salomon Co Ltd for a sum amounting to 39 thousand Euros. The company paid Salomon by issuing shares worth twenty thousand euros; it also issued debentures worth ten thousand euros and the balance paid in the form of cash to Mr. Salomon. The company struggled in the business leading to numerous unpaid debts. Mr. Salomon, however, paid himself the money that the com pany owed him ahead of all the other creditors. The issue was whether the company was separate and independent or whether the said company had been a sham meant to defeat creditors. It was held that the company and any other company is separate from its members or managers; it is a separate legal entity.[5] A company is flexible. It is capable of conducting any form of business from time to time. A company has a great capacity and scope of raising capital. It raises capital from members through the issuance of a prospectus which invites persons desirous of investing to subscribe for shares in the company. The shareholders have a right and say over the management of companies. They have the right to vote on certain issues except for management decisions.[6] Directors decision to reduce salaries of employees The action of directors to reduce by 25% the salaries of senior managers and pilots first was contrary to the employment laws. A decision touching on the wages and salaries cannot be decided unilaterally in a meeting of the board of directors without consulting the representatives of the said employees. The employees were therefore right in refusing the pay cut because the decision was arrived at illegally without following the relevant laws and the applicable labor practices that should be incorporated and employed in such situations. Employees are the driving force in any company. Organizations which motivate their employees through the provision of fringe benefits and other allowances have greater performance since the employees become motivated and give their all in the performance of their duties. Deciding in a boardroom to reduce their salaries was against their rights and has the right to claim for reinstatement of their initial and former salaries and benefits. The manner in which the employees were made redundant was un procedural and could sustain a claim for wrongful dismissal even if they were paid all their terminal dues by the company.[7] The payment of the redundancy entitlements notwithstanding, the employees could still maintain an action for wrongful dismissal based on the refusal to take a pay cut which was in the first place contrary to employment and labor laws. A company is guided by rules and procedures to avoid disputes and give certainty. Section 140(1) of the corporation's act creates the statutory contract between the company and shareholders, the company and directors and the company and its employees. Breach of such contract is a breach of the statutory provisions of the corporation's act. The rules of the company can only be changed according to the provisions contained under section 136 of the Corporations Act 2001. The formation of PNGair and its Legal Status After the refusal by the employees to take a pay cut, the board of directors of Aussair decided to form another company in Papua Guinea. The management of the company was still directly controlled by directors of Aussair. The question to ask is whether PNGair was formed as a subsidiary of Aussair or as a totally different company separate from Aussair. A subsidiary company is that company which has a voting stock which is greater than 50% which is under the control and direction of another company which is usually known as a parent or a holding company. Subsidiary companies are partially or wholly owned by the parent company, which enjoys a controlling interest in the said subsidiary company.[8] In the case of Peate v Federal Commissioner of Taxation (1964) 111 CLR 443, it was sufficiently stated that a company is a new legal entity which is considered in the eyes of the law as a person. The affairs of a company at times and strictly in certain circumstances, a court can investigate and enquire into the management of the company operations and affairs.This is called the indoor management rule. The rule is to the effect that outsiders are not required to enquire into the affairs and the regularity of a companys internal proceedings. The proceedings in this case of Aussair can be said to be the decision to reduce the salaries of senior managers and pilots and the subsequent formation of another company, PNGair. The rule was stated in the famous case of Royal British Bank v Turquand. The rule, however, has exceptions: first, the exception is to the effect that the rule shall only be used by the company directors if outsiders who deal with the company irregularly had the actual knowledge of the irregularity. Lifting the veil of incorporation This principle of company law refers to the exception that is imposed by the court on the principle of the separate legal entity. Piercing the incorporation veil is therefore where courts disregard the separate nature of corporations and can hold a shareholder or a director responsible for all actions of the corporation as if it was the shareholder. Courts pierce the veil of incorporation where a request has been brought before it by the company itself or by shareholders in the company so that a remedy that could be open to them could be afforded or enforced, to create a right that is enforceable or in other words lessen a penalty.[9] The veil of incorporation can be lifted in the following grounds: Fraud Fraud occurs where directors who act as the controlling mind of a company use the fact it is separate from its members or directors to avoid a fiduciary or a legal duty. In Re Edelsten ex parte Donnelly (1992), a trustee in bankruptcy had brought an action claiming that some property that was owned by the VIP group of companies was obtained by Edelstein before the discharge of bankruptcy. The trustee stated that the corporations had been incorporated to evade a legal obligation and to perpetrate a fraud. A sham The corporate veil can also be lifted where it is believed that the company was formed under suspicious circumstances and is, therefore, a sham or faade. The company was formed or used as a mask in hiding the real reason and purpose of the controller of the company. In Re Neo (1997), Immigration Review Tribunal had been asked to conduct a review of the decision to deny the application for a visa in a case where a company had organized a sponsorship, and the said company had been formed on the day that such application was lodged. The company was not in any form of business at the time. The tribunal held that the said company was just machinery employed in circumventing Australian migration law.[10] The company was a faade, its purpose being the act of allowing the applicants to remain in the country. Therefore, in consideration as to the manner in which PNGair was formed and the intended purpose, it can only be concluded that it was a sham that was formed to hide and perpetrate the mistreatment of employees of Aussair and not for a proper purpose. The company, therefore, cannot be classified as a subsidiary of Aussair but a sham formed to conceal the fraud by Aussair. The options available to the employees and their likelihood of success The senior managers and pilots that formerly worked for Aussair before being made redundant have several options to advance their claims. First, the decision to reduce their salaries and allowances by 25% was not only illegal but also contrary to best labor practices that require consultation with employees or their representatives.[11] In the absence of such laid down procedures as well section 140 of the Corporations Act, the directors of the company acted ultra vires and therefore their decision including declaring the employees who refused to take a pay cut redundant null and void the payment of the redundancy entitlements notwithstanding. Secondly, the employee representatives can advance the argument that PNGair Company formed in Papua Guinea was a sham that Aussair was intending to use in effecting the salary reductions that had been their main agenda. One should ask the question why they offered to employ the employees they had made redundant in Aussair in the new company.[12] It is best to conclude that PNGair was neither a subsidiary nor a separate legal entity in the eyes of the law but an extension of Aussair and therefore the employees were entitled to their former and initial salaries. Conclusion A company is a separate legal entity which has the directors as the controlling mind of the company. The management of a company is delegated to directors who are required to act in the best interest of the shareholders. Directors are required by statute to follow the constitution of the company in making management decisions and in the absence of such constitution; they are guided by the replaceable rules in the Corporations Act. The actions of the directors in declaring senior managers redundant and consequently offering to employ them is a sham company formed for the sole purpose of implementing the reduced salaries is in itself very illegal. PNGair is neither a company in the eyes of the law nor a subsidiary of Aussair. Therefore, the employees that PNGair purported to employ and pay salaries set by Aussair in null and void. The employee representatives, therefore, have a higher chance of succeeding in court to reinstate the salaries that Aussair used to pay and not the 25% reduction that the directors of Aussair had sought to implement. PNGair is not a different company or a subsidiary of Aussair but a sham intended to be used in perpetrating an illegality. References Corporations Act, 2001 (CA) Hanrahan, Pamela F., Ian Ramsay, and Geoffrey P. Stapledon "Commercial applications of company law" (2013) Ford, Harold Arthur John, Robert P. Austin, and Ian M. Ramsay Ford's Principles of Corporations Law Vol 6 (Butterworths, 1995) Paterson, William Everard, and Howard Heywood EdnieAustralian Company law (Butterworths, 1992) Farrar, John Hynes.Corporate Governance in Australia and New Zealand (Oxford University Press, USA, 2001) Ford, Harold Arthur John, and Robert P. AustinPrinciples of company law (Butterworths, 2004) McKinnon, Jill L., and Lian Dalimunthe "Voluntary disclosure of segment information by Australian diversified companies."Accounting Finance33, no. 1 (1993): 33-50. McQueen, Rob.A Social History of Company Law: Great Britain and the Australian Colonies 18541920. (Routledge, 2016) Tomasic, Roman, Stephen Bottomley, and Rob McQueenCorporations law in Australia. (Federation Press, 2002) Kaye, Bruce N. "Codes of ethics in Australian business corporations."Journal of Business Ethics11, no. 11 (1992): 857-862. Bottomley, Stephen. "Taking Corporations Seriously: Some Considerations for Corporate Regulation."Fed. L. Rev.19 (1990): 203. Shailer, Gregory EP.Introduction to Corporate Governance in Australia (Pearson Education Australia, 2004) Stapledon, Geof P., and G. P. Stapledon Institutional shareholders and corporate governance (Oxford University Press, 1997) Farrar, John.Corporate governance: Theories, principles, and practice. (Oxford University Press, 2008) La Porta, Rafael, Florencio Lopez-de-Silanes, Andrei Shleifer, and Robert Vishny. "Investor protection and corporate governance"Journal of financial economics58, no. 1 (2000): 3-27. Ramsay, Ian M., and David B. Noakes "Piercing the Corporate Veil in Australia (2001)."Company and Securities Law Journal19: 250. Anderson, Helen. "Piercing the veil on corporate groups in Australia: the case for reform"Melbourne UL Rev.33 (2009): 333. Hadden, Tom. "The regulation of corporate groups in Australia"UNSWLJ15 (1992): 61
Subscribe to:
Posts (Atom)