Company Law Notes

Description

Topic 2: Incorporation and its effects • Registration • Separate Legal Entity Doctrine • Corporate group - Application of Salomon Principles • Lifting the corporate veil o At common law o By statute o Section 588G – duty to prevent insolvent trading • Corporate groups and related companies Topic 3 – Types of companies • Proprietary Company • Public Company • Member’s liability • Corporate Groups Topic 4 – Constitution and Replaceable Rules • Constitution & Replaceable Rules • Company Powers, object clauses and abolition of ultra vires • Effect of constitution as a ‘statutory contract’ • Alteration of constitution – statutory limits • Alteration of constitution – equitable limits Topic 5 – Share capital, debt capital and dividends • How do companies obtain capital? • Share capital/equity o Issuing shares o Calling on shares o Classes of shares o Variation of class rights • Reducing share (equity) capital o Reductions o Buy backs (?) – double check it’s in the reading guide! • Financial Assistance • Dividends • Debt capital Topic 6 – Directors, Member and Corporate Decision Making • Division of power • Board of Directors o Who is a director and how are they appointed o Types of directors/officers o Resignation, retirement, removal of directors o Disqualification regime o Directors’ meetings and decision making • Members o Who are members? o Ceasing to be a member o Meetings, voting and shareholder resolutions and statements o General meeting disclosure obligations o Decision making without a general meeting o Procedural irregularities Topic 7 – Corporate Contracting • Direct execution • Indirect execution • Common law assumptions o Indoor management rule • Actual authority • Apparent/ostensible authority • Statutory Assumptions Topic 8 – Directors’ Duties • Duty to act in good faith and in the best interests of the company • Duty to exercise powers for proper purposes • Duty not to fetter discretion • Duty to avoid conflicts of interest o Conflict rule, profit rule o Duty not to misuse one’s position and company information o Disclosure of personal and material interests o Related party benefit regime • Duties of care, skill and diligence o Historical standards o Current standards o Defences  Business judgement rule  Reliance on information provided by others  Delegation • Duty to prevent insolvent trading (s 588G) Topic 9 – Consequences of breach of DD and relief from liability • Consequences for General law duties • Consequences for statutory duties • Statutory criminal penalties • Exoneration by the company • Relief by the courts Topic 10 – Members’ remedies • Members’ remedies • Statutory derivative action • Oppressive conduct • Winding up orders • Statutory injunctions • Personal Actions • Other statutory rights Topic 11 – Corporate Mortality • Overview and aims of administration regime • Receivership • Voluntary administration • Liquidation & Winding Up • Deregistration