Topic 1 Regulatory Framework
()What is a Company?
-Its an Artificial entity recognized as a Legal Person. (there are 2 types of
person in the world, Human Person and Legal Person) A company can
own a property, can sue or can be sued in Court. It is an a
Duty of care and diligence
Statutory duty: directors should exercise a reasonable degree of care
and diligence.(directors skill )
Business judgment rule
-its made in good faith for a proper purpose
-they dont have a mate
Issue: Is the new issue of preference share a variation of class right under statute?
Under s 246C (6), if a company issues new preference shares that rank equally with existing preference
shares, the issue is taken to vary the rights at
Issue: What remedies can _ (member) have in this case?
Under s 232 members have a wide range of remedies if they can show that the conduct of the companys
affairs, as defined in s 53, is contrary to the interests of the members as a whole,
Ch-7 Fundraising disclosure document
When coy raise money from public by issuing shares, we are talking about provision they can comply with
We only cover primary issues and public coys
1.Under s706 an offer of securities for issue needs disclosure to inv
Issue: Did the directors breach the fiduciary duties or contravened the Corporations Act 2001(Cth)?
(Duty of care and diligence)
Objective test is needed to determine whether the directors exercise reasonable standard of
CH 5-Coys relations with outsiders
step 1: s 128(1) outsider(xx) is entitled to make certain assumptions.
Step 2: s129assumptions:
Step 3: s128(4) exceptions
Step one: which assumption can be relied by the outsiders?
S 128(1) provides that a person deali
Company constitution and replaceable rules
Issue: Can the company pass the resolution to acquire the share from _
Under the principles of Gambotto v WCP, expropriation of share will only be valid if it is for
Step 1: s588FA(1) unfair preferences:coy and creditors(xx) are parties to the transaction; money from coy to
creditors(xx); and xx received more than if he waited until the coy wound up.
Step2: is it insolvent tra
CORPORATIONS LAW MOODLE SAMPLE QUESTION & ANSWER
Monash University requires chief examiners to provide students with an example of a typical
tutorial or exam question and a sample answer to it.
Question 3, page 964 UCL 18th Edition
This question involves
Kangaroo Joinery Ltd (Kangaroo) is a large public company involved in the manufacture and sale of
windows, doors, glass, and other building products. Its managing director and chief executive officer is Ralph
and its Chief Financial Officer is
Sample Essay Questions
(a) Illegal phoenix activity is believed to have a significant impact on company creditors. Should
laws in Australia be amended to make it harder to incorporate multiple companies? How
could the law be changed to achieve
Directors duties are owed by directors to their
companies. However directors who prejudice
creditors interests may also breach their
statutory duties of:
s 180 Duty of care and diligence
Week 6 continued
Duty of care & diligence
Duty of care & diligence
s 180(1) overlap
Early Law lenient approach
Modern Approach - Statutory
Duty of Care s180(1)
A director or other officer of a
corporation must exercise their power
Topic 6: Directors Duties
Conflicts of interest (Weeks 5 & 6)
Duty of good faith and proper purpose (Week 6)
Duty of care and diligence (Week 6)
Duties owed by directors of insolvent companies
why are duties imposed
We have seen that direct
Semester 1, 2016
The information contained in this unit guide is correct at time of publication. The University has the
DEPARTMENT OF BUSINESS LAW & TAXATION
BTF5501 CORPORATIONS LAW
SEMESTER 1 2016
Due date: Thursday 21 April 2016 in the lecture at the latest!
Assignments may be handed to the lecturer during the lecture on 21 April 2016.