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


UniMelb

Semester 2, 2023


56 pages

20,744 words

$34.00

37

Add to cart