The second edition of this text incorporates the latest changes to Australian corporations law, up to and including the Corporations Act 2001 and the Financial Services Reform Act 2001.
Like the 1st edition, this text is written particularly for undergraduate law students. The book introduces students to Australian corporate law in a way that is informed by theory and policy. Throughout the book the authors draw upon materials from fields such as economics, sociology and politics to provide a contextually relevant account of modern corporate law. Ample references and pointers are provided to policy debates, contemporary issues, and to further reading.
The authors bring considerable experience in interdisciplinary corporate law teaching and research. The authors aim to stimulate the reader into further critical analysis of corporate law issues, and to equip them with the capacity to respond in an informed way to future changes and developments. The book also encourages the reader to independently pursue further research in areas of corporate law.
Each of the 25 chapters has been revised and updated. The book deals with:
- Introduction - the history of corporate law, and key themes and perspectives.
- Corporate Structures and Regulation - including the structure of Australian corporate law; ASIC’s role and powers; and the role of auditors.
- Corporate Obligations - including corporate capacity; contractual and criminal liability.
- Corporate Governance - membership and meetings; directors’ duties; shareholders’ rights.
- Corporate Finance - including share and debt capital, the Managed Investments Act 1998, and fundraising.
- Securities and Takeovers
- Corporate Rescues and Winding Up
“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
Table of Contents
The History of the Corporate Form and its Regulation
Concepts and Perspectives
The Legal Structure of the Corporations Legislation
Interpretation and Review
Audits and Auditors
Types of Corporate Structure
Constituting the Corporation
Corporate Liability for Criminal and Civil Wrongs
Corporate Governance: Structures and Issues
Membership and Meetings
The Duties and Responsibilities of Directors and Other Officers
Members’ Rights and Remedies
Reconstructions, Schemes of Arrangement and Deeds of Company Arrangement
Receivers and Other Controllers of Corporate Property
Winding Up and the Dissolution Process
Liquidators and Creditors
Table of Cases
Table of Statutes