H1 (91, highest mark) Corporations Law LAWS50035 2023 exam notes

Description

Top mark in the subject. Thorough exam notes, with clear summarised headings setting out key steps and topics. Sample notes include select parts of some topics. Full topics: Incorporation, company types - Types of Companies - Corporate groups - Consequences of incorporation = corporate veil Management of companies - Internal governance rules - Management + division of power Duties - Who owes duties – directors and officers - Duty to not trade while insolvent – s 588G - Duty to act in good faith and in the best interests of the Co – ss 181(1)(a), general law - Duty to act for a proper purpose – ss 181(1)(b), general law - Duty of care and diligence – ss 180; Duty of care, skill and diligence – general law - Conflict rule – general law / equitable fiduciary duty (Boardman; Bell Group) - Profit Rule – general law / equitable fiduciary duty (Regal; Qld Mines) - Duty not to misuse position or information – 182, 183 - Duty to notify + not vote if material personal interest – 191, 195, 194 - Related Party Transactions – Ch 2E, 208, 209 - Consequences of breaching duty Shareholder Actions - Effect of ratification – only for conflict & profit rules, not statutory breaches - Consti is a contract btw SHs and Ds – s 140 - Equity - Statutory derivative action – ss 236-237 - Winding up – order made under s 461 - Oppression – 234, 232 - Statutory injunction s 1324 Contractual liability - Directly s 127 - Indirectly (through an agent) s 126 - Assumptions an outsider can make that help them bind the Co – 128, 129 Corporate criminal and tort liability Attributing liability of people to Co under a civil provision of CA – 1317QE Share Capital - Capital reduction – 259B, 259D - Share Buyback – 257A - Dividends – 254T - Providing financial assistance – 260A Summary Tables