Corporate Law High Distinction Exam Scaffolds
Subject notes for UTS 70417
These notes are scaffold exam answers with detailed explanations of the cases.
They cover all of the examinable topics and resulted in a HD exam result 43/50.
Not only are they great for the exam, but they will assist you in understanding the structure of the subject, assignment and contents for in class participation.
-INTRODUCING DIRECTORS AND CORPORATE REGULATION
• Directors- overview of their function
• Definitions of "director" and "officer" under the Act (including shadow and de facto directors)
• How are directors appointed?
• How can directors be removed?
• How can directors be disqualified?
• Remuneration of directors and executives (and the "two strikes" rule)
• The role of the Australian Securities and Investments Commission (ASIC) in regulating corporate activity
CORPORATE DECISION-MAKING ORGANS
• Division of power between the corporate organs: s198A revisited
• Informal corporate acts
• Meetings of directors
• Meetings of members Corporate Constitution
• Characterising offers of securities
• Assessing how companies can raise funds through regulated and exempt offerings Disclosure documents
• Content requirements
• Liability for defective disclosure
DIRECTORS’/OFFICERS’ DUTIES: DUTY OF CARE, SKILL & DILIGENCE AND INSOLVENT TRADING
• Duty of care and diligence
• The business judgment rule
• The role of reliance and delegation
• Duty to Prevent Insolvent Trading
DIRECTORS'/OFFICERS' DUTIES: GOOD FAITH/PROPER PURPOSE
• The duty to act in good faith and for a proper purpose Identifying the interests of the company
• Duty to consider creditor interests?
• Fiduciary duties in corporate groups
CONFLICTS OF INTEREST
• Secret profits
• Misappropriation of corporate property and information Conflicts of interest
• Statutory regulation of conflicts
• Minority oppression
• Equitable limitations on voting power Just and equitable winding up Statutory Derivative Action
• Personal Actions
• Statutory Injunctions
Spring session, 2018
UTS, Broadway & Markets