UniMelb

Semester 1, 2017


Corporate Law - Final Exam Cheat Sheet

26 pages

10,408 words

$29.00

Description

Contents

Doctrine of Separate Legal Entity 2

Limited Liability & The Order of Liquidation 2

Shares 3
-What are Partly Paid Shares? 3
-What are Preference Shares? 3

Internal Governance Rules 3
-Breach of a clause of the company constitution 3

Public V Proprietary (Definitions) 4

Holding, Subsidiaries and Controlling Entities 4

Meeting Procedures 4
-Types of members’ meetings 4
-Who calls members’ meetings? 4
-Can members call a meeting? 5
-What is on the members’ meeting agenda? 5
-Who sets the agenda for members’ meetings? 5
-Giving notice of the meeting 5
-Conduct of meetings 5
-Voting 5
-Decision-making without a meeting 6
-Irregularities 6

Cases where the directors are doing something 6
-Who can be a director? 6
-Passing a board decision – Operation of the board 6
-Questioning of whether the person is a director or not (to enforce liability) 6
-Trying to remove each other as directors or as managing director 7
-Resignation 7
-Issuing Shares 7
--Variation of Class Rights 8
-Issuing Dividends 8
-Breach of directors’ duties 9
--Who enforces the duties? 9
--Can the director be forgiven for the breach of duty? 9
--“Care and diligence” Duty– s 180 (CIVIL OBLIGAITON ONLY) 10
--Duty to Prevent Insolvent Trading - s 558G 11
--“Good Faith” Duties - s 181 (Civil Obligations) 12
--Duty to Avoid Conflicts of Interest (Statutory & General Law) 13
-Related party transactions (RPT) 15
-Capital Maintenance 16
--Financial Assistance for the Acquisition of Shares 16
--Prohibition of Self-acquisition 16
--Permitted Buy-Backs: s257A – s257J  CHOICE 17
--Reduction of Capital  NOT A CHOICE 18

Cases where the members are doing something 18
-Summary of decisions shareholders must be involved in 18
-Interfering with board decisions 18
-Remedies Available to Members 19
--Oppression 19
--Court-ordered winding up - s 461 19
--Statutory injunction – s 1324 20
--Variation of class rights – s 246D 20
--Procedural irregularity – s 1322 20
--Member’s Personal Action 20
--Member’s Derivative Action (Available to both Members and Officers) 21

Cases of a Defective Contract – Agents and Outsiders 21

Gambotto Case - Restrictions on member decision making 23
-Cases involving constitutional amendment 23
-Cases not involving constitutional amendment 24

Reporting and Disclosure 24

Author

Ali

Campus

UniMelb, Parkville

Member since

March 2016