[husampson]

Essentia Ltd is a listed public company engaged in the mining industry. Its head office is
In Perth. Its chief executive is Loris Mc Callum. There are four other directors:
• Matthew Brown who is the company’s Chief Finance Officer and Company
Secretary
• Lily Wang (independent director) who is a solicitor in a local Perth firm
• Brad Norman (independent director) who has held directorships in other mining
Companies and
• Quinlan Quinliven (independent director) who is a partner in a leading accounting
Firm.
Loris and Matthew were engaged in a proposal to undertake a management buy-out.
Several months ago they approached Botany Bank to advise them on this. Botany Bank
Had already been engaged by Essentia to advise on a restructure and both Loris and
Matthew have been involved in these negotiations on behalf of Essentia.
Part of the restructure involved the registration of a new subsidiary company, Vitae Ltd
And the transfer to Vitae of all the employees who worked at the Fideles Mine site in
Northern Western Australia. Ostensibly the restructure was to facilitate the sale of the
Business at this site. It was the only site of Essentia’s operations which had been
Identified as having asbestos issues.
Essentia has sold its shares in Vitae to Partoo Ltd and Partoo has resolved to be
Voluntarily wound up. It is unlikely that the company will be able to pay all its debts.
Before the details of the sale of Vitae to Partoo are announced, the management buy out,
Led by Loris and Matthew, proceeds at a sale price of $10 per share. Shares are now
Trading at $15 per share.
You are working for a firm of solicitors in Perth and are asked to advise in each of the
Following alternative scenarios:
(a) you are consulted by Lily, Brad and Quinlan on behalf of the company. They seek
Your advice generally in relation to recent events but especially in relation to the conduct
Of Loris and Matthew and what, if any action, the company might be able to take against
Them. Advise them
(b) you are consulted by employees of Essentia who had their contracts transferred to
Vitae. They are concerned that they will not be paid all that is due to them and they want
To know if there is any action they can take and if so, against whom. Advise them

The staff above is all my assignment details, I really want to know what specific law issues with details are relating to it. Thanks

[Fr_Chuck]

Sorry law class homework question,

If you want to try and pass it off, at least reword it to make it sound like a real company and the A and B was the big give away.