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Table Of Contents

Macaura v Northern Assurance Co Ltd -
Insolvent Trading –
Uncommercial Transactions –
s588FE(3) – Voidable transactions (Page 445 of Legislation)
Financial assistance
Re Darby
Fraud - Avoidance of legal obligations
Gilford Motor Co Ltd v Horne
Creasey v Breachwood Motors Ltd
Fraud – Involvement in directors breach of duty
Green v Bestobell Industries
Application of Salomon’s Principle
Corporate veil can be lifted sometimes so some of these cannot occur
Walker v Wimborne – Directors moving funds
Benefit of the group as a whole
Subsidiaries as agents or partners
Tort liability – ***ASSIGNEMENT***
Briggs v James Hardie & Co Pty Ltd
Coporations Act classifies companies in the following ways:
Objects Clause contained in Constituion:
Hickman v Kent or Romney Marsh Sheep-Breeders Outline
Right to enforce provisions
Right to be paid a dividend
Eley v Positive Government Security Life Assurance Co
Company & Non-members –
No Separate Director Contract
Separate Director Contract
Variation of Class Rights – Shares/Debentures
Gambotto v WCP Ltd
Proper Purpose
Fairness in all circumstances
De Facto Directors
Shadow directors
Managing Director –
Chair Directors–
Executive and Non-executive Directors
Functions and Powers of the board
RESPONSILIBITIES
Power of Management
POWERS OF THE BOARD
Shareholder cannot override management decisions
Separation of Ownership and Management
Board Procedure –
Disqualification from managing a corporation
Why is it important
Regulation of Corporate Governance
ASX Corporate Governance Listing Rules
Roles & Functions of the Board and Management
Audit Committee – Refer notes
Risk and Internal Control – Refer notes
Remuneration – Refer notes
Good Faith –
Best interests of the company –
Individual shareholders –
Different classes of shareholders
Nominee Directors –
Problems with Nominee Directors
Company Groups
Duty to exercise powers for proper purposes
Issues of shares
Creating or Destroying a majority of voting power
“BUT FOR” Test
Statutory duty to act in good faith and for a proper purpose – s 181
Outline
Duty to Retain Discretion
Fiduciary Duties
Financial benefits to directors of public companies: Ch 2E
Financial Benefit –
Related parties –
When member approval is NOT required –
Approval Meeting
***– CHAPTER 2E DIAGRAM – IMPORTANT***
Personal Profits arising from acting as director –
Improperly
Gaining an advantage/Causing Detriment –
Bribes and other Undisclosed Benefits
Misuse of Company Funds
Misuse of Confidential Information
Competing with the company -
Directors & Officers
Non-executive Directors
STEPS REQUIRED FOR DIRECTORS TO TAKE –
Executive Directors –
This assumes the following:
Reliance on Others – s189
Responsibility for Actions of Delegates –s190
This includes:
Frequency of Board Meetings and Attendance
FROM HERE GOTO CHINESE WALL EXAMPLE
Person
Company
Trade on Behalf of another person
Chairman of ASIC David Knott said:
Duty to prevent insolvent trading
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Company Law Summary

Company Law Summary

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Published by Sara Voysey

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Published by: Sara Voysey on Sep 20, 2011
Copyright:Attribution Non-commercial

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