These notes have a comprehensive and thorough breakdown of all examined areas studied in the MLL331 unit. The notes are set out clearly and logically, and were pivotal in securing an overall HD mark. These notes cover the following topics: Topic 1. What is a Company; History and Development of Company Law; Setting Up a Company; Regulation of Companies; Other Business Structures Topic 2. Classifying Companies; Classifying Members' Liability; Related Companies and Control; Replaceable Rules; Constitutions Topic 3. The Company Itself; Companies Contracting; Assumptions When Dealing With Companies; Promoters and Pre-Registration Contracts; Fundraising Topic 4. Membership; Shares; Varying or Cancelling Class Rights; Transactions Affecting Share Capital; Dividends Topic 5. Debentures and Personal Property Securities; Officers, Including Directors and Secretaries; Ceasing to be a Director; Introduction to Employees' and Officers' Duties Topic 6. Corporate Governance; Directors' Duty of Care, Skill and Diligence Topic 7. The Director as a Fiduciary; Directors' Duties - Good Faith & Proper Purpose; Duty to Exercise Powers for a Proper Purpose; Duty to Retain Discretion; Directors' Duties - Conflicts and Interest Duties; The Conflict Rules; The Profit Rule and Corporate Opportunities; Corporations Act: Statutory Conflict of Interest Duties Topic 8. Director's Duty to Disclose Material Personal Interests to Other Directors; Duty not to Misuse Position or Information; Related Party Transactions; Duty to Prevent Insolvent Trading; Remedies and Penalties for Directors' Breach of Duty; The Company's Remedies; Civil Penalties; Criminal Penalties; Exoneration & Relief from Liability for Breach of Duty Topic 9. Members' Meetings; Members' Remedies (Statutory Derivative Action, Oppressive or Unfair Conduct, Statutory Injunctions, Members' Right to Inspect Book, Members' Personal Rights of Action, Winding Up)


Trimester 1, 2023

246 pages

48,669 words



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