✅ HD APPROVED - CORPORATE LAW COMPREHENSIVE NOTES (Updated for 2021)

Description

These COMPREHENSIVE notes allowed me to score a HD in Corporate Law in T1 2020. I'm confident they have EVERYTHING you need to do the same: for both the assignment and the exam.

Topics Covered:
1. Regulatory Framework
>s 51 (xx) Constitution
>Corporations Act 2001 (Cth)
>Regulators

2. Registration & Its Effects
>What is a company?
>Separate Legal Entity
>Limited Liability
>Perpetual Succession
>Piercing the Corporate Veil
>Corporate Liability for Crimes and Torts

3. Types of Companies
>Members Liability
>Public and Proprietary Companies
>ASX Listed Companies
>Holding and Subsidiary Companies
>Other bodies
>Trustee Companies

4. Constitution and Replaceable Rules
>Replaceable Rules
>A Company's Constitution
>Alteration of the Constitution
>Contractual Effect
>Non-Compliance with Internal Governance Rules
>Limits on Right to Alter Constitution
>Variation of Class Rights
>Oppression Remedy
>Expropriation of Shares

5. The Company's Relations with Outsiders
>Contracting Directly
>Contracting through an Agent
>Actual Authority
>Implied actual authority
>Apparent authority
>Corporate Liability for Contracts Made by Agents
>Indoor Management Rule
>Statutory Assumptions

6. Promoters & Pre-Registration Contracts
>Promoters and their Duties
>Pre-Registration Contracts

7. Fundraising
>Fundraising by Issuing Shares
>Restrictions
>Chapter 6D
>Variation of Class Rights

8. Share Capital
>Maintenance of Share Capital
>Share Capital Buy Backs
>Share Capital Reductions

9. Membership
>Register of Members
>Evidence of Shareholding
>Liability of Members

10. Dividends
>Procedure for Declaring Dividends
>Restrictions
>Debt Finance

11. Debentures & Personal Property Securities
>Debentures
>Personal Property Securities Act

12. Directors
>Decision Making
>Powers
>Members Reserved Decision Making Powers
>Role Requirements
>Types of Directors
>Appointment
>Disqualification
>Board Meetings

Corporate Governance
>Role & Functions of the Board & Management
>Structure & Composition of the Board
>Codes of Conduct
>Audit Committee
>Timely Disclosure
>Respect the Rights of Shareholders
>Risk Management and Internal Control
>Remuneration

Duties of Directors
>Duty of Care and Diligence
>Business Judgment Rule
>Delegation and Reliance
>Good Faith & Proper Purpose
>Fiduciary Obligations
>Duty to Retain Discretion
>Duty to Avoid Conflict of Interest
>Duty to Prevent Insolvent Trading
>Remedies and Penalties for Breach of Duty

14. Shareholder's Meetings
>Procedural Requirements

15. Member's Statutory Rights & Remedies
>Statutory Derivative Action
>Oppressive Conduct
>Winding Up Company
>Statutory Injunction
>Right to Inspect Books
>Member's Personal Right of Action

16. ASIC Investigation Powers

17. Corporate Insolvency

18. Receivership

19. Voluntary Administration

20. Liquidation