Corporate Law High Distinction Exam Scaffolds

Description

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. Topics -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 CORPORATE FUNDRAISING • 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 SHAREHOLDER REMEDIES • Minority oppression • Equitable limitations on voting power Just and equitable winding up Statutory Derivative Action • Personal Actions • Statutory Injunctions