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51-398: The Johor Port Authority was established in 1978, with the port being constructed the following year in 1979. The Johor Port Authority was incorporated in 1993, and in 1995 the port was privatized to Johor Port Berhad, which is now a wholly owned subsidiary of MMC Corporation Berhad . With 5,500 ground slots and an annual capacity of 1,500,000  twenty-foot equivalent units  (TEU),

102-405: A corporate , although this term can also apply to cooperating companies and their subsidiaries with varying degrees of shared ownership. A parent company does not have to be the larger or "more powerful" entity; it is possible for the parent company to be smaller than a subsidiary, such as DanJaq , a closely held family company, which controls Eon Productions , the large corporation which manages

153-529: A common feature of modern business life, and most multinational corporations organize their operations in this way. Examples of holding companies are Berkshire Hathaway , Jefferies Financial Group , The Walt Disney Company , Warner Bros. Discovery , or Citigroup ; more focused companies include IBM , Xerox , and Microsoft . These, and others, organize their businesses into national and functional subsidiaries, often with multiple levels of subsidiaries. Subsidiaries are separate, distinct legal entities for

204-476: A definition that provides that "control" is "the capacity of an entity to dominate decision-making, directly or indirectly, in relation to the financial and operating policies of another entity so as to enable that other entity to operate with it in pursuing the objectives of the controlling entity". This definition was adapted in the Australian Corporations Act 2001 : s 50AA. Furthermore, it can be

255-404: A joint arrangement (joint operation or joint venture) over which two or more parties have joint control (IFRS 11 para 4). Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control. The Companies Act 2006 contains two definitions: one of "subsidiary" and

306-432: A judgment against the parent if they can pierce the corporate veil and prove that the parent and subsidiary are mere alter egos of one another. Thus any copyrights, trademarks, and patents remain with the subsidiary until the parent shuts down the subsidiary. Ownership of a subsidiary is usually achieved by owning a majority of its shares . This gives the parent the necessary votes to elect their nominees as directors of

357-466: A pedestrian. Here, the employer could still be liable for these damages because the detour was minor. An employer can also be liable for a legal principle called negligent hiring. This happens when in the process of hiring a new employee, the employer does not check criminal pasts, backgrounds, or references to ensure the applicant did not pose a potential danger if hired as an employee. An employer can also face liability and repercussions if they know that

408-425: A plaintiff and defendant who furnishes defective goods that caused loss or injury 11 . Product liability and its prevalence in the law has changed throughout history. In the 19th century, it worked to both the manufacturers' and other sellers' advantages. "Caveat emptor" ("let the buyer beware") reigned supreme in this area of the law. In this era, the seller had no liability unless they had made an express promise to

459-408: A potential danger. It is important for employers to note whether someone working for them is an independent contractor or an employee. An employee is someone who is a paid worker for the employer. An independent contractor, on the other hand, contracts with a principal to produce a result and in the process, gets to determine how that result will be completed. The difference lies in how much control

510-401: A reasonable warning to the customer when the product has a foreseeable risk of harm, and/or the design lends itself to risk of harm. The magnitude and severity of the foreseeable harm are also assessed when looking at negligence. There is a form of liability that exists between employers and their employees. This is called vicarious liability . For it to apply, one party has responsibility for

561-455: A subsidiary undertaking, if: The broader definition of "subsidiary undertaking" is applied to the accounting provisions of the Companies Act 2006, while the definition of "subsidiary" is used for general purposes. In Oceania , the accounting standards defined the circumstances in which one entity controls another. In doing so, they largely abandoned the legal control concepts in favour of

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612-403: A third party to reasonably assume that the agent can act in a certain way and create contracts with the third party on behalf of the principal. To determine if an agent is liable for a contract, one must look at the type of principal. There are four types of principals. A disclosed principal is known to the third party, and the third party knows that the agent is acting for this principal. The agent

663-463: A third party, and the third party commits an unlawful action. An employer may be held liable for the actions of an employee if it is unlawful (i.e. harassment or discrimination), or the employee's negligent actions while working causes damages to property or injury. Respondeat superior ("Let the superior answer") is a legal principle that dictates when an employer is responsible for the actions of an employee. Employers should worry about this rule when

714-419: A useful part of the company that allows every head of the company to apply new projects and latest rules. Legal liability In law , liable means "responsible or answerable in law; legally obligated". Legal liability concerns both civil law and criminal law and can arise from various areas of law, such as contracts , torts , taxes , or fines given by government agencies . The claimant

765-997: Is a subsidiary/child company of the ultimate parent company, while a second-tier subsidiary is a subsidiary of a first-tier subsidiary: a "grandchild" of the main parent company. Consequently, a third-tier subsidiary is a subsidiary of a second-tier subsidiary—a "great-grandchild" of the main parent company. The ownership structure of the small British specialist company Ford Component Sales, which sells Ford components to specialist car manufacturers and OEM manufacturers, such as Morgan Motor Company and Caterham Cars , illustrates how multiple levels of subsidiaries are used in large corporations: The word "control" and its derivatives (subsidiary and parent) may have different meanings in different contexts. These concepts may have different meanings in various areas of law (e.g. corporate law , competition law , capital markets law ) or in accounting . For example, if Company A purchases shares in Company B, it

816-436: Is an exception to this rule, however, which allows a claimant to litigate against the owner(s) of a limited liability business, if the owner(s) have engaged in conduct that justifies the claimant's recovery from the owner(s): This exception is called " piercing the corporate veil ." Courts generally try not to utilize this exception unless there have been serious transgressions. Limited liability aids entrepreneurs, businesses, and

867-704: Is discussed in more detail in the following section. Errors/omissions is another category where a lawsuit can result from a mistake on the part of the company such as in a contract or paperwork. Finally, the last major category relates to holding directors and officers personally liable for actions taken by the company, as seen in piercing the corporate veil. Overall, as businesses get larger and more successful, their chances of liability lawsuits increase, but small businesses are not completely immune to them. Entrepreneurs and business owners need to be aware of these types of liability exposures to ensure their businesses are protected. Product liability governs civil lawsuits between

918-539: Is employment-related issues where the larger the work force, and the more turnover there is, the larger the likelihood of liability lawsuits such as wrongful termination claims. Another area is accidents and/or injuries on the premises. Next, vehicle-related liability if employees are allowed to drive company cars since this could lead to accidents while they use the company cars. Product-related liability (also called manufacturer's liability) details poor manufacturing of products that results in injuries and/or accidents, which

969-405: Is not liable on authorized contracts made for a disclosed principal since all parties are aware of the contract and who is participating in the contract. An unidentified principal is seen when the third party knows the agent is acting for a principal but lacks knowledge on the principal's identity. The agent is typically liable for contracts made for an unidentified principal. An undisclosed principal

1020-497: Is possible that the transaction is not subject to merger control (because Company A had been deemed to already control Company B before the share purchase, under competition law rules), but at the same time Company A may be required to start consolidating Company B into its financial statements under the relevant accounting rules (because it had been treated as a joint venture before the purchase for accounting purposes). Control can be direct (e.g., an ultimate parent company controls

1071-437: Is seen when the third party does not know the principal's existence and identity and reasonably believes the agent is the other party in the contract. In this instance, the agent can be held liable for the contract. A nonexistent principal refers to when an agent knowingly acts for principal that does not exist, such as an unincorporated association. The agent is liable here if they knew the principal had no capacity to take part in

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1122-416: Is the logistics arm of Bernas, the national rice distributor, with a majority stake owned by Johor Port Berhad. Subsidiary A subsidiary , subsidiary company or daughter company is a company owned or controlled by another company, which is called the parent company or holding company , which has legal and financial control over the company. Two or more subsidiaries that either belong to

1173-439: Is the one who seeks to establish, or prove, liability. In commercial law , limited liability is a method of protection included in some business formations that shields its owners from certain types of liability and that amount a given owner will be liable for. A limited liability form separates the owner(s) from the business. The limited liability form essentially acts as a corporate veil that protects owners from liabilities of

1224-464: The James Bond franchise. Conversely, the parent may be larger than some or all of its subsidiaries (if it has more than one), as the relationship is defined by control of ownership shares, not the number of employees. The parent and the subsidiary do not necessarily have to operate in the same locations or operate the same businesses. Not only is it possible that they could conceivably be competitors in

1275-517: The Impsamade level-stuffing crane can handle 800 tons per hour; the two wharf -side cranes can handle 400 tons per hour. Johor Port's terminal has 72,000 tons of covered storage space for edible cargo and 87,000 tons of covered space for non-edible products. A conveyor system allows cargo to be transported directly from ships to nearby warehouses. Johor Port's 2008 activities were as follows: Johor Port Berhad operates two logistics subsidiaries at

1326-523: The business's debts. This can include seizure of personal assets in the face of bankruptcy and liquidation. Professionals in limited liability partnerships and limited liability companies will have unlimited liability for their own torts and malpractices. The limited liability of the business will no longer apply for these wrongdoings. For business owners, there are main categories of liability exposure to be aware of in order to protect their businesses from liability and financial troubles and issues. The first

1377-470: The business. This means that when a business is found liable in a case, the owners are not themselves liable; rather, the business is. Thus, only the funds or property the owner(s) have invested into the business are subject to that liability. If, for example, a limited liability business goes bankrupt , then the owner(s) will not lose unrelated assets, such as a personal residence (assuming they do not give personal guarantees ). Forms of businesses that offer

1428-448: The contract even if the third party knows that the principal does not exist. An agent can also bind themselves to contracts by expressly agreeing to be liable. To avoid this, agents should make no express promises in their own name and should make sure the contract only obligates the principal. An agent may also be liable to a third party if they lack the authority to contract for a principal. The agent may escape liability in this scenario if

1479-475: The customer that was not received. The 19th century was also when the Industrial Revolution was beginning and changing the business world. In order to promote this rise in industrialization and manufacturing, the law avoided allowing damage recoveries that would weaken new industries. In the 20th and 21st centuries, there was no longer this need to protect manufacturers from liability. If anything, there

1530-481: The economy in growing and innovating. Therefore, if courts often chose to pierce the veil, that innovation would be restricted. The exact test a court will use to determine if the veil needs to pierced vary by state in the United States. For sole proprietorships and general partnerships, the liability is unlimited. Unlimited liability means that the owner(s) of the business have the full responsibility of assuming all

1581-459: The employee commits a tort or harmful act when the employee was acting within the course and scope of employment at the time of the incident. The term " scope of employment " is when an employee is doing work assigned by their employer or is completing a task that is subject to the employer's control. To test whether the conduct that led to the incident is within the scope of employment, one must determine: If these four factors are found to be true,

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1632-405: The employer will have to answer for the tort. The reasoning behind this legal principle is because it is thought that the employer is best suited for bearing the financial burden, employers can protect themselves against this burden with insurance, and the cost can be passed to customers by raising prices. On the other hand, if the employee was found to have either detoured or frolicked then defining

1683-453: The extent of their liability can change based on the agreements their agents make. An agent is a person who has the power to act on behalf of another party (typically the principal). Usually, a principal is liable for a contract made by the agent if the agent had actual or apparent authority to make the contract. Actual authority is the ability an agent has to pursue and complete certain activities based on communication and manifestations from

1734-453: The first-tier subsidiary directly) or indirect (e.g., an ultimate parent company controls second and lower tiers of subsidiaries indirectly, through first-tier subsidiaries). Recital 31 of Directive 2013/34/EU stipulates that control should be based on holding a majority of voting rights, but control may also exist where there are agreements with fellow shareholders or members. In certain circumstances, control may be effectively exercised where

1785-426: The help of insurance and socializing the damages by raising prices and forcing the consumer to pay for it. If a manufacturer is found to be negligent , that means they breached their duty to the customer by not eliminating a reasonably foreseeable risk caused by the product. The manufacturer can be seen as negligent if there are problems in the manufacturing process, do not properly inspect their products, do not give

1836-404: The limited liability protection include limited liability partnerships , limited liability companies , and corporations . Sole proprietorships and partnerships do not include limited liability. This is the standard model for larger businesses, in which a shareholders will only lose the amount invested (in the form of stock value decreasing). For an explanation, see business entity . There

1887-555: The marketplace, but such arrangements happen frequently at the end of a hostile takeover or voluntary merger. Also, because a parent company and a subsidiary are separate entities, it is entirely possible for one of them to be involved in legal proceedings, bankruptcy, tax delinquency, indictment or under investigation while the other is not. In descriptions of larger corporate structures, the terms "first-tier subsidiary", "second-tier subsidiary", "third-tier subsidiary", etc. describe multiple levels of subsidiaries. A first-tier subsidiary

1938-479: The other "subsidiary undertaking". According to s.1159 of the Act, a company is a "subsidiary" of another company, its "holding company", if that other company: The second definition is broader. According to s.1162 of the Companies Act 2006, an undertaking is a parent undertaking in relation to another undertaking, a subsidiary undertaking, if: An undertaking is also a parent undertaking in relation to another undertaking,

1989-468: The parent holds a minority or none of the shares in the subsidiary. According to Article 22 of the directive 2013/34/EU an undertaking is a parent if it: Additionally, control may arise when: Under the international accounting standards adopted by the EU a company is deemed to control another company only if it has all the following: A subsidiary can have only one parent; otherwise, the subsidiary is, in fact,

2040-460: The port: JP Logistics (JPL) was established in 1996 as a wholly owned subsidiary, designed to handle the port's internal haulage and storage needs and provide logistics services across Malaysia and into neighboring Singapore . It also has operations in the Port of Tanjung Pelepas (PTP). JPL handles both full container loads (FCL) and less-than-container loads (LCL) shipments. Bernas Logistics (BLSB)

2091-498: The principal hired an incompetent agent, if harm resulted from nonemployee agent's failure to perform a duty of care that the principal bestowed on them (a duty of care is an action whose successful performance is so important that if it is delegated to an agent and not accomplished, the principal is still liable), and a principal is liable if the nonemployee agent did not take the correct precautions required to complete very dangerous activities. An employer should also be aware on how

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2142-415: The principal. Express authority is when the principal clearly states what the agent has the authority to do while implied authority is based on what is reasonable to assume that the agent is allowed to do based on what the principal wants of the agent. Express and implied authority are both types of actual authority. The second type of authority is apparent authority. This occurs when a principal's actions lead

2193-405: The principal/employer can wield on the agent. Employees are subjected to more control while nonemployee agents, like independent contractors, have more freedom in how they do their job. A principal is not ordinarily liable for torts committed by nonemployee agents since the principal does not fully control the method of work done. However, there are exceptions to this. There can be direct liability if

2244-430: The purposes of taxation , regulation and liability . For this reason, they differ from divisions which are businesses fully integrated within the main company, and not legally or otherwise distinct from it. In other words, a subsidiary can sue and be sued separately from its parent and its obligations will not normally be the obligations of its parent. However, creditors of an insolvent subsidiary may be able to obtain

2295-418: The same parent company or having a same management being substantially controlled by same entity/group are called sister companies . The subsidiary will be required to follow the laws where it is headquartered and incorporated. It will also maintain its own executive leadership. The subsidiary can be a company (usually with limited liability ) and may be a government-owned or state-owned enterprise . They are

2346-445: The scope of employment becomes trickier. The rule of frolic and detour changes how the liability applies. A frolic is when the employee causes a tort when completing an activity that is unrelated to their job. If it is found that the employee had frolicked, the employee would then be liable for damages. For example, if a delivery driver does not complete his deliveries for a few hours so he can do some personal shopping, and on his way to

2397-400: The store, he hits a pedestrian. A detour is more minor. The employee is still participating in a non-work related activity, but the activity is not a major disregard for work duties. An example of a detour would be if on the way to deliver a package, a delivery driver stops at a drive-thru to grab something to eat. When pulling away from the restaurant to continue with deliveries, the driver hits

2448-460: The subsidiary, and so exercise control. This gives rise to the common presumption that 50% plus one share is enough to create a subsidiary. There are, however, other ways that control can come about, and the exact rules both as to what control is needed, and how it is achieved, can be complex (see below). A subsidiary may itself have subsidiaries, and these, in turn, may have subsidiaries of their own. A parent and all its subsidiaries together are called

2499-723: The terminal's equipment and facilities include: Since its inception, Johor Port has been handling liquid bulk cargo . Specifically, it provides facilities for edible oils - primarily palm and soybean oils - and petroleum products. The port has a freshwater capacity of 1.9 million liters to supply ships , which is done through hydrants on the wharves and the breasting island of the oil jetty . For its bulk and break bulk operations, Johor Port has berths with an overall length of almost 2.4 km and nearly 200,000 sq. meters of storage facilities. The port's depth of 13.8 meters means it can accommodate dry bulk carriers up to 60,000 tonnes deadweight (DWT). Its gantry crane and

2550-432: The worker poses a potential danger but keeps them on the job. This is called negligent retention. To avoid claims regarding negligent hiring or retention, employers should be diligent when hiring employees who will have a lot of contact with customers and the public (especially if they will have access to vulnerable members of the public, go to customers' homes, and/or have access to weapons), and dismiss any employees who pose

2601-499: Was more of need to impose liability standards on industries because consumers had less power to freely bargain with corporations and other business forms. Furthermore, the complexities and intricacies of goods was increasing, making it harder for the average buyer to determine manufacturing issues when purchasing these goods. Now a new phrase dominates liability: "caveat venditor" or "let the seller beware." The law finds that sellers and manufacturers can face more liability for defects with

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