LOBO (LLB3302) - EXAM NOTES (high distinction)

Description

Law of Business Organisations (LOBO) - Examination Notes (high distinction). Contents: Table of Contents - Introduction and Partnerships Constitutional and Regulatory Framework Corporations: The Constitutional & Regulatory Framework Types of Companies Corporate Personality Separate Legal Entity The Incorporation Process and the Corporate Constitution Promoters Pre-Registration Contracts External Relations: Company Contracts and Tort Liability Direct Execution Agents: Authority of Agents Actual authority Apparent/Ostensible Authority Indoor Management Rule (Common Law) Statutory Indoor Management Rule Assumptions Company Finance: Share Capital and Debt Fundraising Offers that do not need disclosure (ss708 & 708AA) Disclosure Documents Crowd-Sourced Funding (CSF) Corporate Finance Debt Finance Debenture Personal Property Securities Act 2009 (Cth) (PPSA)  (‘Secured Debentures’) Equity Finance Dividends Reductions in Share Capital Share Buy-Backs Financial Assistance Corporate Constitution Directors’ Duties Director’s Duty of Care, Skill and Diligence Duty to Avoid Conflicts of Interest (Disclosure) & Duty not to Profit Improper use of position Misuse of information Duty to Disclose Material Personal Interest Duty to Prevent Insolvent Trading Consequences for Breach of Director Duties Membership & Members’ Remedies Minority Oppression Action Statutory Derivative Action Winding Up OTHER REMEDIES (where there is oppression) Financial Difficulties & Winding Up Companies Insolvency External Administration Restructuring (for small businesses) (Part ) Voluntary Administration Liquidation: (Winding Up) – best for unsecured creditors Simplified Liquidation Process Other Options Receivership (available for secured creditors) Schemes of Arrangements