Description
Understanding Company Law has for many years been a leading text for both law and business students undertaking the study of company law. In this 22nd Edition, Phillip Lipton and Abe Herzberg have been joined by Catherine Robinson and Benjamin Saunders as co-authors. This edition has been updated to include the following recent legislative changes:
- Corporate Collective Investment Vehicle Framework and other Measures Act (2022) introduced a Corporate Collective Investment Vehicle (CCIV) as a new type of company limited by shares that is used for fund management. A key objective of the legislation is to increase the competitiveness of Australia’s managed funds industry internationally to attract offshore investment. The features of a CCIV are discussed in Chapter 27.
- Corporations Amendment (Meetings and Documents) Act 2022 makes permanent changes to the Corporations Act to permit virtual and hybrid meetings. The legislation also inserted Pt 1.2A into the Corporations Act to permit company documents to be executed electronically. The changes relating to execution of documents are discussed in Chapter 5 and the changes relating to meetings are discussed in Chapter 21.
- The Treasury Laws Amendment (Modernising Business Communications and Other Measures) Act 2023 now enables all documents under the Corporations Act to be signed electronically and certain additional categories of documents can be sent electronically or in hard copy.
AUTHORS
The 22nd Edition of Understanding Company Law sees two new academics joining longstanding and highly respected authors Phillip Lipton and Abe Herzberg:
Benjamin Saunders is an Associate Professor at Deakin Law School and his principal areas of research interest are constitutional law, especially executive power and responsible government, law and religion, and public sector governance. In August 2023, Ben won an Australian Legal Research Award for his paper titled "Ministers, Statutory Authorities and Government Corporations: The Agency Problem in Public Sector Governance".
Catherine Robinson is a Senior Lecturer in the Faculty of Law at the University of Technology Sydney and is currently completing her PhD at the University of Adelaide on the topic of insolvency practitioner regulation under the Insolvency Law Reform Act 2016 (Cth).
Table of Contents
1 Regulatory framework
2 Registration and its effects
3 Types of companies
4 Constitution and replaceable rules
5 The company’s relations with outsiders
6 Promoters and pre- registration contracts
7 Fundraising
8 Share capital
9 Membership
10 Dividends
11 Debentures and personal property securities
12 The board of directors
13 Overview and summary of directors’ duties
14 Corporate governance
15 Directors’ duties of good faith and proper purpose
16 Directors’ conflicts of interest duties
17 Directors’ duties of care, skill and diligence
18 Directors of insolvent companies
19 Remedies and penalties for directors’ breach of duty
20 Exoneration and relief for directors’ breach of duty
21 Shareholders’ meetings
22 Financial reporting and disclosure
23 Auditors
24 Members’ remedies
25 Takeovers
26 Financial services and markets
27 Managed investments and CCIVs
28 ASIC’s investigatory, information-gathering and enforcement powers
29 Corporate insolvency
30 Receivership
31 Voluntary administration, deed of company arrangement and restructuring
32 Liquidation
Corporations