Semester 2, 2018

Corporations and Associations Exam Notes

77 pages

293,666 words



Exam Notes - step by step notes for exam hypothetical

Module Six (weeks. Directors Duty
• Overview of directors
• Duty of Good Faith
o Duty to Act Bona Fide in the Best Interests of the Company as a Whole (reflected in s181(1)(a))
o Duty to exercise a power for a Proper Purpose (reflected in s181(1)(b))
• Duty to avoid a conflict of interest
o The Conflict Rule, Profit Rule and Misappropriation Rule
o Statutory Requirements for Disclosure of Material Personal Interests (s191)
o Statutory Restrictions on Related Party Transactions (Ch 2E)
• Statutory Duties of propriety
o Section 182-3
• Duties of Care, Skill and Diligence
o General law
o Statute – s180
• Remedies and Penalties

Module Seven – Members Rights (week 9)
1. Becoming a Member and the Members Right Register
2. Enforcing Corporate Rights
3. Personal Rights of Members
4. Statutory Injunction
5. Proceedings for Oppression
6. Winding up

Module Eight – Corporate Finance (weeks. Funding Decision and Shareholders as Residual Claimants
2. Nature of Shares, Allotment or issues of shares, different classes of shares and variations of class rights
3. Maintenance of share capital
4. Dividends
5. Securing Company Debt (including the Personal Property Securities Act)
6. Unfair Preferences and Voidable Transactions

Module Nine – External Administration (week. Liquidation/Winding Up
2. Receivership
3. Voluntary Administration
4. Scheme of Arrangement