LAWS2014/5014 - Corporations Law

Description

Concise summary of all topics covered throughout semester - prepared for the final exam. Includes all starred cases. Topics: - Introduction: what is a company; administration of Australian companies; why form a company; how do you form a company - Corporate personality and limited liability: doctrine of corporate personality; separate corporate personality and limited liability; piercing the veil of incorporation - Corporate constitution: what is a corporate constitution; alteration of the corporate constitution; effect of the corporate constitution; executive directors' service contracts - Corporate organs: division of power between the corporate organs; general meeting; board of directors - Binding the corporation: capacity of the corporation; authority of organs and agents; breach of duty - Directors' duties: duty to act in good faith for the benefit of the company and for a proper purpose; directors' obligations to avoid conflict between duty and interest; duty of care, diligence and skill; insolvent trading - Members' rights and remedies: equitable limitations on the voting power of majorities; member actions; statutory protection for minorities