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Commercial Applications of Company Law 2015 (16th Edition)

Commercial Applications of Company Law 2015 (16th Edition)

Name: Commercial Applications of Company Law 2015 (16th Edition)
Brand: Oxford University Press Australia
SKU: 9781925159851
Price: 958.00 HKD
Availability: OutOfStock
Author: Pamela Hanrahan; Ian Ramsay; Geof Stapledon
ISBN: 9781925159851

Edited by Pamela Hanrahan · Ian Ramsay · Geof Stapledon

Oxford University Press Australia January 2015

Specifications

ISBN-13: 9781925159851
Publisher: Oxford University Press Australia
Publication: January 2015
Format: Paperback
Jurisdiction: Australia ? Countri(es) for reference only

Details

Commercial Applications of Company Law is an integrated teaching and learning resource designed especially for the study of company law by business students. The book makes corporate law more accessible to students by putting the law in context.

Written by three leading corporate law experts, it focuses on the ordinary events and issues faced by companies and their advisers, explaining and applying the law in a manner that is understandable and relevant. The new edition has been updated and revised to reflect legislative and case law developments.

Part One explains the core principles of corporate law.
Part Two contains case studies and problem sets.
Part Three provides examples of corporate documents.
Part Four provides extracts of important legal provisions in the Corporations Act 2001 (Cth) and the Australian Securities and Investments Commission Act 2001 (Cth).

PART A — COMPANIES AND COMPANY LAW

1. About Companies

Introduction

What is a company?

Companies as a form of business organisation

The architecture of companies

The historical development of companies

Some key terms

2. Company Law

Introduction

Scope and operation of company law

The Corporations Act

Other sources of company law

Applying company law to legal problems

Regulation of companies

3. The Legal Nature of Companies

Introduction

The separate entity doctrine

Corporate capacity

Limited liability

Piercing the corporate veil

Corporate liability

4. Companies and Business Planning

Introduction

Comparing companies with other forms of organisation

Choice of form of business organisation

Types of companies

Corporate groups

Listing on the Australian Securities Exchange

5. Constituting Companies

Introduction

Registration of companies

Pre-registration activities

Internal governance rules

The replaceable rules

The constitution

Legal effect of the internal governance rules

Single director/shareholder companies

PART B — COMPANY MANAGEMENT AND GOVERNANCE

6. Managing Companies

Introduction

Corporate governance

Decision-making and company management

The directors’ power of management

Members’ decision-making powers

7. Member Decision-making

Introduction

Member voting and corporate control

The scope of member voting rights

Structural or constitutional decisions

Selecting the board and the auditor

Vetoing certain transactions

Other decisions

8. Members’ Meetings

Introduction

Members’ meetings

Convening meetings

Conducting meetings

Member voting

Decision-making without a meeting

Irregularities

9. Restrictions on Member Decision-Making

Introduction

Overview of restrictions

Equitable limitation on majority voting power

Other restrictions on voting power

10. Company Directors and Other Officers

Introduction

The role of company officers

Company boards

Types of directors

Appointment and removal of directors

Proceedings of the board

11. Directors’ Duties 1

Introduction

Overview of duties

The duty of care

12. Directors’ Duties 2

Introduction

Duty to prevent insolvent trading

Duty to retain discretions

13. Director’s Duties 3

What are the statutory and general law duties?

The duty to act in good faith in the best interests of the company

The duty to act for a proper purpose

What are the consequences of breach of this duty?

14. Directors’ Duties 4

What is the duty to avoid conflicts of interest?

The general law rules

The company’s constitution

Statutory regulation

Consequences of contravention

15. Consequences of Breach of Duty

Introduction

Enforcement of directors’ duties by ASIC

The company’s civil remedies

Relief from liability for breach of duty

16. Members’ Remedies

Introduction

Overview of remedies

Member’s statutory remedies

Member’s personal action

Member’s derivative action

17. Reporting and Disclosure

Introduction

Record-keeping

Information to be lodged with ASIC and ASX

Periodic financial reporting

Audit

Continuous disclosure

PART C — CORPORATE FINANCE

18. Financing Companies

Introduction

Company finance

Debt finance

Equity capital

19. Shares and Shareholding 1

Introduction

Membership

Members’ rights

Increasing issued capital

Legal rules governing share issues

Disclosure in relation to securities offers

20. Shares and Shareholding 2

Introduction

Capital maintenance

Restrictions on the payment of dividends

Prohibited self-acquisition

Prohibited financial assistance

Permitted buy-backs

Permitted reductions of capital

21. Securities and Takeovers

Introduction

Securities offers and issues

Trading in securities

Takeovers

The substantial holding and tracing provisions

22. Financial Services and markets

Introduction

The regulatory approach

Financial services regulation

Conduct regulation

Offers of financial products

Financial markets regulation

PART D — COMPANIES AND OUTSIDERS

23. Transacting by Companies

Introduction

Contracting by companies

Contracting directly

Contracting through agents

Enforcing contracts

Enforcing defective contracts made by agents

Enforcing defective contracts made directly by the company

24. External Administration

Introduction

Receivership

Voluntary administration

25. Winding Up

Introduction

Winding up

Deregistration

PART E — REFERENCE MATERIALS

26. Case Studies and Problem Sets

Problem sets

27. Sample Company Documents

28. Legislation Extracts

About the Author

Commercial Applications of Company Law was previously published by CCH Australia.

Written by three leading corporate law experts, Commercial Applications of Company Law focuses on the ordinary events and issues faced by companies and their advisers, explaining and applying the law in a manner that is understandable and relevant.

Commercial Applications of Company Law makes corporate law more accessible to students. Written by three leading corporate law experts, it focuses on the ordinary events and issues faced by companies and their advisers, explaining and applying the law in a manner that is understandable and relevant. The new edition has been updated and revised to reflect all the legislative and case law developments over the past 12 months.

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