Corporations Law in Australia

"Where are our budding company law specialists to go when first grappling with the fundamentals? The answer is Corporations Law in Australia … [It] is a fine textbook [which] provides undergraduates with the information needed to understand the complexities of company law. If you are a practitioner seeking to refresh your knowledge of company law, I recommend this book." – Law Institute Journal (Vic), September 2002

The book … is of great assistance to those who need to update their knowledge and also to lawyers entering practice who require an understanding of the complex law embodied in the Corporations Act. – Proctor (Qld Law Soc), April 2003

"The authors are all senior and respected academics who specialise in commercial and corporate law. … This edition now addresses the Managed Investment Act 1998, amendments flowing from the Corporate Law Economic Reform Act 1999, transformation of the Corporations Law into the Corporations Act and of the ASC into the ASIC, as well as the impact of the Financial Services Reform Act 2001.

There are 25 chapters examining both traditional and more topical aspects of corporations and securities law. For example, the chapter on audits and auditors examines operational factors associated with qualification for and registration as a company auditor, the duties and obligations of auditors, and appointment and removal of auditors.

It notes the unresolved tensions between the dual roles of auditors as professional advisors contracted to a company on the one hand and as statutory regulators – coopted by the law to monitor the financial affairs of a company, report on the public record and whistleblow to the corporate watchdog – on the other.

This is a hot topic in the light of the recent audit failures of Enron in the US and HIH in Australia. The authors comment that ‘neither the corporations legislation nor the case law has dealt adequately with the tension that arises from this dual function’.

Current issues such as the role and structures of audit committees and liability of auditors to third parties before and following the High Court’s decision in Esanda v Peat Marwick Hungerfords … are discussed. This chapter includes a consideration of three possible reforms of the law of auditors liability including proportionate liability, capped liability and limited liability by incorporation.

A chapter devoted to corporate governance also provides a thought provoking analysis of current issues and trends. It examines the role of the board of directors with respect to corporate governance, including consideration of the special position of the chairman and of executive, managing, non-executive and nominee directors.

… Various ‘good practice’ codes of conduct are identified. The role in corporate governance of the general meeting and of institutional shareholders is also considered. …

Although the book is intended primarily as a student text, the authors express their hope that practitioners and others will also find the contextual material to be of use. Because of its currency and its thorough consideration of complex issues from both policy and practical perspectives, this book can be expected to be popular among practitioners seeking to update their knowledge of corporations and securities law as well as those commenting on or advising on corporations and securities law." – Bar Brief (Law Soc of WA), August 2002