Semester 2, 2017

LAWS2014/5014 - Corporations Law

32 pages

12,000 words




Concise summary of all topics covered throughout semester - prepared for the final exam. Includes all starred cases.
- Introduction: what is a company; administration of Australian companies; why form a company; how do you form a company
- Corporate personality and limited liability: doctrine of corporate personality; separate corporate personality and limited liability; piercing the veil of incorporation
- Corporate constitution: what is a corporate constitution; alteration of the corporate constitution; effect of the corporate constitution; executive directors' service contracts
- Corporate organs: division of power between the corporate organs; general meeting; board of directors
- Binding the corporation: capacity of the corporation; authority of organs and agents; breach of duty
- Directors' duties: duty to act in good faith for the benefit of the company and for a proper purpose; directors' obligations to avoid conflict between duty and interest; duty of care, diligence and skill; insolvent trading
- Members' rights and remedies: equitable limitations on the voting power of majorities; member actions; statutory protection for minorities