Table of Contents


Introduction/ Historical development of corporations law/ Australian developments/ Present jurisdictional and administrative arrangements/ Constitutional position

Choosing Between Business Organisations

Introduction/ Sole proprietorship/ Trading trust/ Partnership/ Joint ventures/ Company

Corporate Personality

Introduction/ Corporate personality/ Company’s liability/ Piercing the corporate veil

Promoters and Pre-registration Contracts

Introduction/ Who is a promoter?/ Promoter’s duties/ Consequences of a breach of a promoter’s duties/ Pre-registration contracts at common law / Breach of warranty of authority/ Reimbursement of promoter’s costs/ Pre-registration contracts under the Corporations Act

Incorporation and Registration of Corporations

Introduction/ "Shelf" companies/ Prerequisites to registration/ Registration/ Post-registration requirements/ Registration of existing entities

The Corporate Constitution

Introduction/ Memorandum and articles/ Mandatory and replaceable rules and the constitution/ Statutory contract/ Objects

Shares and Dividends

Introduction/ Shares/ Authorised share capital/ Categories of shares/ Variation of class rights/ Maintenance of share capital/ Dividends

Disclosure Documents

Introduction/ Self-assessment/ Securities/ Offers that need Disclosure/ Excluded offers/ Disclosure Document/ Requirements for Offering Securities/ Contents of Disclosure Document/ Stop Orders/ Defective Disclosure/ Restrictions on Advertising and Publicity/ Hawking Securities/ Financial Services Reform Act

Appointment and Removal of Directors

Introduction/ Board of directors/ Directors of officers/ Company officers/ Qualifications/ Disqualification from being a director/ Appointment of directors/ Directors’ remuneration/ Resignation/ Vacation of office/ Removal of directors/ Payments for loss of office

Directors’ Duties

Introduction/ Director’s fiduciary relationship/ Duty to act honestly and in the best interests of the company/ Duty not to fetter discretion/ Proper purpose doctrine/ Duty to avoid a conflict of interests/ Duty to act with due care and diligence/ Insolvent trading


Introduction/ Types of meetings/ Meetings/ Board meetings/ Annual general meeting/ General meetings/ Directors’ power to postpone meetings/ Class meetings/ Notice of meetings/ Quorum/ Resolutions/ Proxies/ Representatives/ Voting/ Minutes of meeting/ Validating procedural irregularities

Members’ Remedies

Introduction/ Types of proceedings/ Rule in Foss v Harbottle/ Statutory derivative action/ Oppressive, unfairly prejudicial or unfairly discriminatory conduct/ Section 1324 injunctions/ Right to inspect books

External Administration

Introduction/ Schemes of arrangement/ Receivership/ Administration of company/ Winding up generally/ Winding up by the court/ Voluntary winding up/ Deregistration

Table of Cases/ Table of Legislation/ Index

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