Directors\u27 duty to use their powers for proper or permissable purposes

This article focuses generally on the interaction among several internal company law doctrines such as the supremacy of the articles of association; that other organs cannot interfere with powers exclusively conferred upon a particular organ; that courts will not readily interfere with internal company matters; that directors are under a duty to act in good faith and in the best interest of the company as a whole and under a duty to use their powers for proper or permissible purposes; and that there are some remedies available to shareholders if directors did not perform their powers for a proper or permissible purpose. The specific aim with the article is to establish when and why the courts will be prepared to set aside decisions by directors if they have taken them for an improper or impermissible purpose. The article concludes that the courts will be prepared to set the decisions of directors aside when they have used a particular power substantially or primarily for an improper or impermissible purpose. When the exercise of directors\u27 powers is challenged under circumstances where there were both permissible and impermissible purposes for exercising a particular power, there is no alternative for the court but to inquire into the complex area of the state of mind of those who acted and the motive on which they acted. This is, in fact, second-guessing the decisions of directors.<br /

The case for and against mandatory gender quota legislation for company boards

Introduction to a Special Edition of the Deakin Law Revie

Corporate donations, the best interest of the company and the proper purpose doctrine

Corporate philanthropy is illegitimate spending by powerful corporate elite of someone else&rsquo;s money; an attempt to bypass democratic allocation of taxes; philanthropy by individuals is laudable, but not by corporations.Just as I wouldn&rsquo;t want you to implement your personal judgments by writing checks on my bank account for charities of your choice, I feel it inappropriate to write checks on your corporate &lsquo;bank account&rsquo; for the charities of my choice.<br /

A comparative analysis of directors\u27 duty of care, skill and diligence in South Africa and in Australia

The South African and Australian law regarding directors\u27 duty of care, ski ll and diligence were influenced considerably by English precedent of the late 1800s and early 19005. Originally both jurisdictions adopted a conservative approach towards directors\u27 duty of care, skill and diligence. This resulted in very low standards of care, skill and diligence expected of directors. In Australia, the standards of care and diligence expected of directors changed drastically with the case of Daniels v Anderson, where objective standards were used to determine a breach of directors\u27 duty of care and diligence, and when objective standards of care and diligence were introduced in Australian corporations legislation. In this article it is submitted that if the opportunity arose for a South African court to consider whether a director is in breach of his or her common law duty of care, skill and diligence, the form of fault that will be required will be negligence as judged against the standards of a reasonable person. This means that in actual fact objective standards of care and diligence are expected of directors in South Africa. Although section 76(3) of the South African Companies Act 71 of 2008 does not introduce purely objective standards of care, skill and diligence, the section is defended in this article. It is pointed out that encouraging emerging entrepreneurs to become directors of South African companies provides justification for keeping subjective elements as part of the test to determine whether a director was in breach of his or her statutory duty of care, skill and diligence.<br /

Performance of a simple remote video-based eye tracker with GPU acceleration

Eye tracking is a well-established tool that is often utilised in research. There are currently many different types of eye trackers available, but they are either expensive, or provide a relatively low sampling frequency. The eye tracker presented in this paper was developed in an effort to address the lack of low-cost high-speed eye trackers. It utilises the Graphical Processing Unit (GPU) in an attempt to parallelise aspects of the process to localize feature points in eye images to attain higher sampling frequencies. Moreover, the proposed implementation allows for the system to be used on a variety of different GPUs. The developed solution is capable of sampling at frequencies of 200 Hz and higher, while allowing for head movements within an area of 10×6×10 cm and an average accuracy of one degree of visual angle. The entire system can be built for less than 700 euros, and will run on a mid-range laptop