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Section 224 Corporations Act 2001
Voting by or on Behalf of Related Party Interested in Proposed Resolution

Section 224 of the Corporations Act 2001 (Cth) is ‘Voting by or on Behalf of Related Party Interested in Proposed Resolution’ and is extracted below.

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Our criminal defence lawyers are vastly experienced in advising and representing corporations and individuals who are facing investigations for regulatory issues and proceedings for criminal offences, and our expertise in serious and complex cases means you can rest assured of receiving the most effective legal representation whatever your situation may involve.

The Legislation

Section 224 of the Corporations Act 2001 (Cth) is Voting by or on Behalf of Related Party Interested in Proposed Resolution and reads as follows:

Voting by or on Behalf of Related Party Interested in Proposed Resolution

(1)  At a general meeting, a vote on a proposed resolution under this Division must not be cast (in any capacity) by or on behalf of:

(a)  a related party of the public company to whom the resolution would permit a financial benefit to be given; or

(b)  an associate of such a related party.

(2)  Subsection (1) does not prevent the casting of a vote if:

(a)  it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution; and

(b)  it is not cast on behalf of a related party or associate of a kind referred to in subsection (1).

(3)  The regulations may prescribe cases where subsection (1) does not apply.

(4)  ASIC may by writing declare that:

(a)  subsection (1) does not apply to a specified proposed resolution; or

(b)  subsection (1) does not prevent the casting of a vote, on a specified proposed resolution, by a specified entity, or on behalf of a specified entity;

but may only do so if satisfied that the declaration will not cause unfair prejudice to the interests of any member of the public company.

(5)  A declaration in force under subsection (4) has effect accordingly.

(6)  If a vote is cast in contravention of subsection (1), the related party or associate, as the case may be, contravenes this subsection, whether or not the proposed resolution is passed.

(7)  For the purposes of this section, a vote is cast on behalf of an entity if, and only if, it is cast:

(a)  as proxy for the entity; or

(b)  otherwise on behalf of the entity; or

(c)  in respect of a share in respect of which the entity has:

(i)  power to vote; or

(ii)  power to exercise, or control the exercise of, a right to vote.

(8)  Subject to subsection 225(1), a contravention of this section does not affect the validity of a resolution.

(9)  Subject to Part 1.1A, this section has effect despite:

(a)  anything else in:

(i)  this Act; or

(ii)  any other law (including the general law) of a State or Territory; or

(b)  anything in a body corporate’s constitution.

The penalties                                                                                                             

The maximum penalty for the offence of Voting by or on Behalf of Related Party Interested in Proposed Resolution is:

5 years imprisonment.

However, it should be kept in mind that maximum penalties are reserved for the most serious cases.

Your legal team will be able to advise you of the essential elements the prosecution would need to prove in order to establish the offence, whether those elements are capable of being established in your particular situation, the most effective and efficient way forward and the likely outcome.

Why Sydney Criminal Lawyers®?

Choosing the right legal team to defend your reputation and interests can be a difficult process.

However, it is always important to look at a firm’s experience and results when making this decision.

At Sydney Criminal Lawyers®, we have extensive experience defending and winning some of the most complex criminal matters – so you can rest assured that you are in safe hands.

Our criminal law specialists will take the time in every case to carefully scrutinise all the evidence in order to identify problems with the prosecution case at an early stage in the proceedings.

Where issues are found, our lawyers will write to the prosecution asking to have the charges dropped on this basis – often sparing our clients the considerable time and expense associated with defended hearings.

However, should your matter proceed to court, our senior lawyers will represent you and present a strong defence case to maximise your chances of being found ‘not guilty.’

Our senior lawyers are highly skilled advocates who have been recognised for their expert knowledge of the criminal law, as well as their ability to obtain excellent results in difficult cases.

We can assist you in avoiding the harsh penalties imposed by the law if you simply wish to plead guilty – in these cases, our experienced advocates can prepare and present compelling sentencing submissions which focus on any positive factors of your case.

For the best defence in your case, get the experts on your side today.

Call us now on (02) 9261 8881 and book your FREE first conference with our criminal law specialists.

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