Related party transactions under Pt 2E of the corporations act: time for reconsideration

The related party provisions under Pt 2E of the Corporations Act 2001 were introduced in 1992 to protect the resources of companies and shareholder interests by requiring that directors disclose financial benefits given to 'related parties' -- those capable of exercising significant influence over the giving of such benefits. The contention of the authors in this article is that Pt 2E has been unsuccessful in achieving its intended purpose, and should be repealed in its entirety. The authors argue that the various provisions of Pt 2E are so confusing and convoluted that they potentially violate the rule of law virtue that laws must be promulgated in a manner that is clear, so that it is apparent from reading the laws what one must do. Further, [*2] the manner in which Pt 2E is presently drafted, especially the definition of related party, fails to reflect the purpose behind the provisions, making the overall operation of Pt 2E ineffective. It is also argued that Pt 2E is superfluous since the fiduciary duty of directors to disclose a conflict of interest, and to a lesser extent the requirement for disclosure of material personal interests under s 191 of the Corporations Act, adequately deal with the transactions presently attracting the attention of Pt 2E. In light of all this, it is contended that the law would be demonstrably improved by repealing Pt 2E.

Isolated transactions: current income tax implications

Profits from isolated transactions will often be potentially caught by the capital gains tax provisions of the income tax legislation. Because the provisions usually tax gains at concessional rates but only apply to gains that are not otherwise taxable, it is important to determine when gains from isolated transactions constitute ordinary income. This article discusses when isolated transactions generate ordinary income, as well as briefly mentioning what statutory provisions they might be assessable under. Isolated transactions will generate ordinary income when the transaction has the sufficient indicia of a business, or when it comes under one of the strands of Commissioner of Taxation (Cth) v Myer Emporium Ltd (1987) 163 CLR 199. However, the law in this area is complex and unclear in parts. The relevant tax ruling, TR 92/3, is incomplete and at times inaccurate and so is of very limited assistance.

Micropayments and e-commerce transactions : Thailand

Online payments in electronic commerce (e-commerce) are usually carried out with credit cards because they are the most convenient to use. Web sites that do not accept credit cards risk losing their customers. Yet potential customers do not include only credit card holders. There are a lot of potential customers who do not have credit cards, some for cultural reasons, others because of trust implications and others because of cost. Even among those who have credit cards, some do not buy online just because they do not feel that the system is secure enough to give away their credit card information over web pages. More importantly perhaps, credit card payments are not suitable for small-value purchases due to their high-incurred overheads to merchants.

Property transactions : a note on ethics

Some activities that are applied in the property market to facilitate transactions have the potential to lead to unethical behaviour. Two conditions required for a sale price to be acceptable as market value are that the transaction is at arm’s length and the parties to the transaction are knowledgeable and prudent. The well-known difficulties associated with access to market pricing information are exacerbated by several of these activities including dummy bidding at auctions, two-tier marketing and the provision of lease incentives. Added to these is a common requirement that any negotiation be commercial-in-confidence. The lack of information has the potential to distort the market and this has been well publicised in recent times particularly in the residential market.
The definition of market value is visited and the nature of ethics in property transactions is outlined. Several examples of activities that could lead to unethical behaviour are described. It is concluded that unethical behaviour is hard to identify. Some recommendations are included for consideration and discussion.

Action research of cyclonic transactions in online management education

The aim of the research was to generate a cyclonic model for understanding the influences and processes of continuously improving management education in an environment rich in online learning technologies. The research questions were:
1. What is the nature of the cyclonic interactions observed in the transactions of a team of online management educators?
2. How might an understanding of cyclonic interactions
a. help refine action research, and
b. generate rich insight for online management education?
The methodology was an action research project. The research team worked in an online Master of Business Administration (MBA) to continuously develop teaching practice in one unit of the MBA. The methodology matched the objectives of the project, and the appropriate rigour associated with qualitative, interpretive research. The results showed that theories of systems and relational dynamics, adapted to hermeneutics and aligned with other learning theories, can be framed by the metaphor of a cyclone to conduct research into teaching practice and build upon the theory base in the field of online education.
Online management education is subject to reinterpretations. The cyclonic framework explains some of the changes. The project showed that a chaotic but organised cyclonic program development process in one particular MBA course was informative for and informed by the chaotic and cyclonic globalized business world. For the education of managers the cyclonic view was relevant. The approach was metaphorical and, therefore, opened new ways of seeing and speaking. Findings pertained to the nature of the cyclonic interactions, how an understanding of cyclonic interactions helped to refine action research, and how an understanding of cyclonic interactions helped generate rich insight for online management education.
It was found that it was the asymmetrical impetus of imperfection that created the examples of cyclonic learning spirals formed as double feedback loops for improved understanding. Online education in the action research required cyclical enhancement of connectedness by teachers, stronger emphasis on relational considerations in learning, and heightened expectations of collaboration by educators. It became possible to correlate earlier conceptions of action research with cyclonic categories and analyse the parallels with events in this action research project. Models were developed and presented to explain 3 cyclonic connections with hermeneutics, collaborative teaching, online resource
development, and the environment of online management.

An online cross border contract for ecommerce transactions

The thesis identifies the deficiencies in the international legal framework that has been constructed in order to facilitate and provide certainty with online cross-border transactions. The thesis finds that it is possible to construct an anonymous online contract that permits certainty in enforcing online cross-border transactions, and provides such a contract.