Business Organisations Law Guidebook

Description

The Business Organisations Law Guidebook 2nd Edition (formally Company Law Guidebook) is for law students taking a business organisations/company law unit in an Australia jurisdiction. This guidebook helps students to navigate through the fundamental points of business organisations law using: clear and concise explanations of what you need to know cases, statutes and sections to remember assessment preparation sections diagrams and tables to help explain difficult concepts and complex material up-to-date cases and legislation. Contents List of Figures and Tables Preface Chapter 1: Partnerships, Trusts and Associations 1.1 Introduction 1.2 What are the legal requirements of a sole trader? 1.3 What are the legal issues for partnerships? 1.4 What is a joint venture? 1.5 What is a trust? 1.6 What is an association? Chapter 2: Australian Corporate Law 2.1 Introduction 2.2 Corporations Act 2001 (Cth) (Corporations Act) 2.3 Australian Securities and Investments Commission and other bodies 2.4 How does the doctrine of precedent operate in corporate law? 2.5 Types of companies 2.6 Promoters 2.7 What are the consequences of registration (incorporation)? 2.8 Lifting the veil of incorporation Chapter 3: Corporate Constitutions and Replaceable Rules 3.1 Introduction 3.2 Converting a memorandum and articles 3.3 Corporate constitutions and replaceable rules 3.4 Section 140(1) (statutory constitutional contract) 3.5 The objects clause and why it is a problem 3.6 Altering the company’s constitution Chapter 4: Corporate Liabilities 4.1 Introduction 4.2 Primary and secondary (vicarious) liability 4.3 Can companies commit crimes? 4.4 Can companies be liable under tort law? 4.5 How are corporations held liable in contract law? 4.6 Are there any statutory protection rules for the protection of third parties? 4.7 Things to remember Chapter 5: Capital and Fundraising 5.1 Introduction 5.2 Membership 5.3 Share (or equity) capital 5.4 What types of shares are available? 5.5 What are the liabilities of a shareholder? 5.6 What is the basic rule of maintenance of share capital and its exceptions? 5.7 Debt capital 5.8 Fundraising Chapter 6: Company Officers and Management 6.1 Introduction 6.2 Definition of officers 6.3 Role of the company secretary and directors 6.4 Organic theory and decision making Chapter 7: Officers’ and Directors’ Duties 7.1 Introduction 7.2 Fundamental duties of officers 7.3 What duties are owed by an officer? 7.4 Insolvent trading 7.5 Insider trading 7.6 Sanctions and remedies Chapter 8: Protection of Shareholders 8.1 Introduction 8.2 What are the key membership rights? 8.3 Majority rule in Foss v Harbottle 8.4 Statutory minority protection Chapter 9: Companies in Financial Trouble 9.1 Introduction 9.2 Schemes of arrangement and receivership 9.3 Voluntary administration 9.4 Voluntary winding up 9.5 Compulsory liquidation 9.6 Powers and duties of liquidators 9.7 Voidable transactions 9.8 Things to remember Table of Cases Table of Statutes Index