Commercial Applications of Company Law 2015

Commercial Applications of Company Law 2015

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Commercial Applications of Company Law was previously published by CCH Australia.Written by three leading corporate law experts, Commercial Applications of Company Law focuses on the ordinary events and issues faced by companies and their advisers, explaining and applying the law in a manner that is understandable and relevant.Commercial Applications of Company Law makes corporate law more accessible to students. Written by three leading corporate law experts, it focuses on the ordinary events and issues faced by companies and their advisers, explaining and applying the law in a manner that is understandable and relevant. The new edition has been updated and revised to reflect all the legislative and case law developments over the past 12 months.
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Product details

  • Paperback | 961 pages
  • OUP Australia and New Zealand
  • Melbourne, Australia
  • 16th edition
  • 192515985X
  • 9781925159851

Table of contents

PART A - COMPANIES AND COMPANY LAW1. About CompaniesIntroductionWhat is a company?Companies as a form of business organisationThe architecture of companiesThe historical development of companiesSome key terms2. Company LawIntroductionScope and operation of company lawThe Corporations ActOther sources of company lawApplying company law to legal problemsRegulation of companies3. The Legal Nature of CompaniesIntroductionThe separate entity doctrineCorporate capacityLimited liabilityPiercing the corporate veilCorporate liability4. Companies and Business PlanningIntroductionComparing companies with other forms of organisationChoice of form of business organisationTypes of companiesCorporate groupsListing on the Australian Securities Exchange5. Constituting CompaniesIntroductionRegistration of companiesPre-registration activitiesInternal governance rulesThe replaceable rulesThe constitutionLegal effect of the internal governance rulesSingle director/shareholder companiesPART B - COMPANY MANAGEMENT AND GOVERNANCE6. Managing CompaniesIntroductionCorporate governanceDecision-making and company managementThe directors' power of managementMembers' decision-making powers7. Member Decision-makingIntroductionMember voting and corporate controlThe scope of member voting rightsStructural or constitutional decisionsSelecting the board and the auditorVetoing certain transactionsOther decisions8. Members' MeetingsIntroductionMembers' meetingsConvening meetingsConducting meetingsMember votingDecision-making without a meetingIrregularities9. Restrictions on Member Decision-MakingIntroductionOverview of restrictionsEquitable limitation on majority voting powerOther restrictions on voting power10. Company Directors and Other OfficersIntroductionThe role of company officersCompany boardsTypes of directorsAppointment and removal of directorsProceedings of the board11. Directors' Duties 1IntroductionOverview of dutiesThe duty of care12. Directors' Duties 2IntroductionDuty to prevent insolvent tradingDuty to retain discretions13. Director's Duties 3What are the statutory and general law duties?The duty to act in good faith in the best interests of the companyThe duty to act for a proper purposeWhat are the consequences of breach of this duty?14. Directors' Duties 4What is the duty to avoid conflicts of interest?The general law rulesThe company's constitutionStatutory regulationConsequences of contravention15. Consequences of Breach of DutyIntroductionEnforcement of directors' duties by ASICThe company's civil remediesRelief from liability for breach of duty16. Members' RemediesIntroductionOverview of remediesMember's statutory remediesMember's personal actionMember's derivative action17. Reporting and DisclosureIntroductionRecord-keepingInformation to be lodged with ASIC and ASXPeriodic financial reportingAuditContinuous disclosurePART C - CORPORATE FINANCE18. Financing CompaniesIntroductionCompany financeDebt financeEquity capital19. Shares and Shareholding 1IntroductionMembershipMembers' rightsIncreasing issued capitalLegal rules governing share issuesDisclosure in relation to securities offers20. Shares and Shareholding 2IntroductionCapital maintenanceRestrictions on the payment of dividendsProhibited self-acquisitionProhibited financial assistancePermitted buy-backsPermitted reductions of capital21. Securities and TakeoversIntroductionSecurities offers and issuesTrading in securitiesTakeoversThe substantial holding and tracing provisions22. Financial Services and marketsIntroductionThe regulatory approachFinancial services regulationConduct regulationOffers of financial productsFinancial markets regulationPART D - COMPANIES AND OUTSIDERS23. Transacting by CompaniesIntroductionContracting by companiesContracting directlyContracting through agentsEnforcing contractsEnforcing defective contracts made by agentsEnforcing defective contracts made directly by the company24. External AdministrationIntroductionReceivershipVoluntary administration25. Winding UpIntroductionWinding upDeregistrationPART E - REFERENCE MATERIALS26. Case Studies and Problem SetsProblem sets27. Sample Company Documents28. Legislation Extracts
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About Pamela Hanrahan

Pamela Hanrahan, Associate Professor, Melbourne Law School, The University of Melbourne Ian Ramsay, Professor, Melbourne Law School, The University of Melbourne Geof Stapledon, Geof Stapledon is Vice President, Governance at BHP Billiton
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