LaTrobe

Semester 1, 2017


Company Law Notes (Comprehensive)

136 pages

35,442 words

$59.00

9

Description

Includes lecture and class notes, all readings prescribed in the Lipton book (yes I read over 300 pages worth of material...).

Achieved a distinction throughout the semester and then attained a high distinction by boosting my grade in the exam with these notes.



MODULE 3: CORPORATIONS LAW IN CONTEXT

What is a company
Difference between a company and a partnership
Sources of rules that regulate companies
Regulatory bodies

MODULE 4.1: REGISTRATION, LIMITED LIABILITY, CORPORATE GROUPS, PIERCING THE VEIL

Registration
Effects of registration (corporate powers)
Company as a separate legal entity has its own legal existence
Limited Liability: shareholders and directors not liable for company debts
Corporate groups holding and subsidiary companies
Piercing the corporate veil

MODULE 4.2: ORGANIC THEORY, TORT/CRIMINAL LIABILITY AND CONTRACTING

Organic theory
Criminal and tort liability
Irregularities when contracting

MODULE 4.3: FUNDRAISING
Disclosure provisions
Nature of shares
Classes of shares
Vary or cancelling class rights
Share capital
Distinction between share capital and loan capital

MODULE 5: DIRECTORS DUTIES

BOARD OF DIRECTORS
Board of directors
Appointment of directors
Powers of the board
Board procedure
Disqualification
Removal of director
Shareholder meetings
Resolutions

FIDUCIARY DUTIES
Fiduciary relationships
Duty of good faith and proper purpose
Cannot fetter discretion
Duty to avoid undisclosed conflict of interest
Act with due care and diligence/skill
Prevent insolvent trading

CONSEQUENCES FOR BREACH
General consequences
Exoneration (absolving from blame) and relief for breach of duty
Member’s remedies