SS Lecture 5 - SS Lecture 5 Overview Corporate...

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1 SS Lecture 5 Overview • Corporate decision-making HRS ¶5-001- ¶5-580 2 dcsn-mkg organs 1 dcsn-mkg by one of those organs:directors • The concept of corporate governance ¶5- 600-¶5-660 Co Decision-making • How do companies make decisions? • Does a co have a mind and will of its own? 2 2 decision-making organs • Power to make decisions is divided between: – the members in general meeting the board of directors 3 – the board of directors • That power is a power to act as the co (and thus bind the co) or to delegate the power. Co dcsn-mkg by an outsider • The dcsn-mkg powers of both organs sometimes pass to an outsider • When? • To what outsiders? 4 Division between organs • Each organ has power to make particular decisions • Powers of ea depends on the internal govnce rules CA 2001 and general pples govnce rules, CA 2001 and general pples of co law 5 Division a balancing exercise • Let directors manage; but • Who has provided capital? • Should they be allowed to make some 6 decisions? Usually: dirs have power to manage and members entitled to decide only a ltd no. of matters
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2 Each organ sovereign • One cannot interfere with powers of other - Automatic Self-Cleansing Filter Syndicate v Cunninghame HRS 103: intnl govnce rules gave dirs general mgmt powers – members could qualify by sp resoln Members by ordinary resolution instructed dirs to 7 resoln. Members by ordinary resolution instructed dirs to
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This note was uploaded on 03/13/2010 for the course ECON econ1010 taught by Professor Margretfinch during the Three '08 term at Griffith.

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SS Lecture 5 - SS Lecture 5 Overview Corporate...

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