CLAW1003 Comprehensive Course and Case Guide with Exam Companion Summary
Subject notes for USYD CLAW1003
Extremely detailed and well-structured course notes for CLAW1003 to promote an in-depth understanding of principles of corporate law. Includes an exam companion sheet for easy and quick reference during exams for directors duties with legislation references clearly highlighted.
Relevant legislation and case precedents for all core principles are clearly indicated throughout the notes in a distinct colour for ease of reference. This is highly useful for assignment research and exam preparation and performance.
These notes are highly suitable for the open book mid-semester and final exam.
Course notes have been compiled from the textbook, lecturer’s content and comments, tutorials and individual case research.
Covers the following topics in depth:
1. Corporate Structure – Separate Legal Entity, Limited Liability
2. Incorporation and the Corporate Veil, Types of Companies, Related Body Corporate
3. Promoters Obligations, Pre-Incorporation Contracts, Ratification, Board Authority and Types of Directors, Disqualification of Directors
4. Law of Agency and Ostensible Authority, Third Party Assumptions of Regularity, Replaceable Rules, Abolition of Constructive Notice, Pre-emptive Share Rights, Directors’ Employment Contracts
5. Membership, Share Issue and Transfer, Disclosure and Prospectus
6. Insider Trading and Securities Markets
6. Directors’ Duties – Good Faith and Proper Purpose
7. Directors’ Duties – Conflicts of Interest, Fiduciary Duty of Loyalty and Good Faith, Improper Use of Position and Information, Material Personal Interests
9. Insolvency, Directors’ Duties and Insolvent Trading
10. Statutory Derivative Action, Oppression
Semester 2, 2019