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
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