What can the Chairman of the board do if he is on bad terms with the majority shareholders / directors Our (Australian Incorporated) company is growing and we have been suggested to hire an influential individual to be the Chairman of our board. He has a lot of connections, experience, old , mature and will be beneficial to our company's growth. He does not hold any shares of the company and only appointed by the shareholders/directors. Me and 2 other guys still hold controlling shares (55%) of the company Just a scenario.... say things get bitter between us, and the Chairman wants to assert his power for vengeful purpose. What authority does he have as the chairman of the board to make our lives or board meetings difficult? And what do we do if such a thing occur?
What powers does the company give the chair? Companies in australia operate in accordance with the Replaceable Rules in the Corporations Act or a constitution or both. The Chair can only do what these allow. A company can adopt a constitution before or after registration. If it is adopted before registration, each member must agree (in writing) to the terms of the constitution. If a constitution is adopted after registration, the company must pass a special resolution to adopt the constitution. Under the Replaceable Rules, the chair has the powers of a director (because they are one). This means they can manage the company and do anything that the company can do except for things the company can only do at a general meeting. For example, the directors may issue shares, borrow money and issue debentures. They also have the ability to chair directors meetings they attend. If they are not present at a meeting, the directors that are present must choose one of them to act as chair. Any director can be removed by resignation or by resolution of the company at a shareholder’s meeting. Under a constitution, anything goes subject to compliance with the law.
The first step is to file a formal complaint against the instructor. When your university-internal avenues have been exhausted, you would then need to hire an attorney to sue the university. There is virtually no chance that you will succeed with a lawsuit. If the university had failed to follow its own procedures, or had egregiously violated your rights, you might win such a suit, but the chances of that having happened are virtually zero. The essential problem is that there is no specific contractual right for you to receive an particular outcome in a class (based on my knowledge of rules &amp; regs in various universities). For example, you might reasonably want to have written comments on assignments given within a week: but there is no rule guaranteeing that you will ever get written comments. (You need to look at the university rules to see what is an actual rule, as opposed to a "goal" for an academic unit). Since there is no such rule, the chairman has limited authority to penalize the instructor (he might for example decide to not assign that class to Prof. X in the future). The chair would not have the authority to raise your grade under the circumstances. As far as the courts are concerned, the university's judgment and resolution of the matter are final, unless they simply failed to respect your rights (exhibited racial prejudice, refused to follow their own procedures). In certain contexts, professorial negligence could be legally actionable, but that would only be, for example, if an EE professor physically harmed a student by negligently confusing milliamps and mega-amps. His (non)action is not negligent in the legal sense.
What would you suggest I should do in this situation? Do not sign the NDA and do not get intimidated by Mr A. Instead, think about how you can prove the terms you two already agreed. Mr A is trying to override the initial agreement with one which clearly is more favorable to him. Your problem is that proving the terms of a verbal agreement is quite difficult, especially once the counterparty's/partner's attitude has worsened that much. This is why you two should have signed a contract at an earlier stage. Hopefully at least some your communications with him are in writing, since the substance of those records might support your account of the facts and therewith a fact-finder could infer the terms of the initial agreement. In those communications Mr A might have inadvertently said something that weakens or defeats his legal position. Depending on how much your friend knew about the matter, you might also want to secure an affidavit from him, any written communications you had with him in that regard, and also ask him (in writing) to preserve records of any communications he has had with Mr A from the time your friend was making the connection that led to this partnership. That being said, it is important to emphasize that these lines of action will be unavailing if you agree to Mr A's new terms.
UK: For all I know you cannot be fired unless you are hired. They must hire you. Once a job offer is made and accepted, they must hire you. If they don't, call a lawyer. I personally know someone who got hired, and when he arrived for his first day's work at the new company, he found that the whole department that he was supposed to join had been laid of. The company had to hire him. PS. "Financial difficulties" means you call a lawyer urgently. Once they are bankrupt your chances of extracting money are not good.
Law (regardless of its type) supersedes contract, provided it has jurisdiction over the persons bound by that contract. Contract provisions that are counter to law are generally held to be void. State law has authority over an employer's policies or hand book. However, there may be exceptions in state law (so I would double check). A frequent exception (at least in California law, which I am most familiar with) is for very small businesses. Another exception, from C.R.S. § 8-4-101(5), is if you are considered a "contractor" rather than an employee, per the government's determination. It is possibly worth your time to let you employer know of this conflict before termination if possible, so that they can adjust their policies, rather than in an adversarial position after termination, if only to avoid the headache.
Yes Companies can own companies - that’s what subsidiaries are. On a practical level, you know this is true because you actually have an example. Companies House would not have allowed its registration (barring error) if it was illegal. Why can’t it open a bank account? Banks (or any other business) can choose who they will and won’t do business with. Unless it’s discrimination on the basis of a protected characteristic, it’s not illegal. Since juridical persons don’t have protected characteristics (apart from nationality) it’s virtually impossible to illegally discriminate against them.
The internal organizational documents and practices of the company would determine this in terms of actual authority and would vary from company to company even within the same jurisdiction of organization and entity type. For example, one company might give that authority to the general counsel, another to the corporate secretary, a third to the Vice President for Information Technology, and a fourth to their Chief Innovation Officer, yet another might allow any officer of the company to do so, or might allow any employee of the company to do so. Usually, the more often a company does something and the more routine it is to do that, the lower down in the organization the authority is allocated. Anyone who appeared to have the authority to do so to a reasonably third-party, however, could bind the company even if they didn't actually have the authority to do so.
Not very nice of the employer, actually quite cowardly. Being not nice and cowardly is not against the law. Being in the EU, and having been employed for ten years, the company will have duties to find a different position in the company at the same pay, and only when that fails, the employee can be laid off and will have a reasonable amount of notice, plus a reasonable amount of redundancy pay due to him. Unfortunately, he can expect only the legal minimum if the company behaved like this already. Good companies would provide a generous redundancy pay, plus pay for you to have any agreements checked by an employment lawyer of your choice - which means the employee can be sure they are not ripped off, and the employer is sure they cannot be sued for any reason. Obviously if they want him to quit, then the one single thing your relative mustn't do is to quit. Let them pay him. Plenty of time to look for a new job.