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


UTS

Spring session, 2018


156 pages

45,822 words

$59.00

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