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Concise Corporations Law

Concise Corporations Law

5th edition

By Julie Cassidy

CONTENTSREVIEWS

The purpose of this text is to provide a comprehensive, yet succinct, examination of the most significant areas of corporations law. Through the identification of the key elements underlying the pertinent statutory provisions, the use of a plain English writing style and simple format, the text seeks to make corporations law more accessible to those who seek to study or practise in the area of corporations law. Since the publication of the fourth edition there have been significant changes in corporations law. From a legislative perspective, important changes have also been effected through the passage of, inter alia, CLERP 9. This has impacted significantly on the law pertaining to executive officers and directors (in particular their remuneration and financial reporting) and disclosure documents.

Judicially, this period has been marked by a considerable number of important cases pertaining to directors’ liability arising out of, inter alia, high profile corporate collapses, including HIH and One.Tel. These cases have provided guidance as to the applicability of both statutory and equitable directors’ duties, but also clarified the procedural and substantive law aspects of the penalties flowing from breaches of such duties.


CONTENTS

Preview

Introduction/ Historical development of corporations law/ Australian developments/ Present jurisdictional and administrative arrangements/ Constitutional position

Choosing Between Business Organisations

Introduction/ Sole proprietorship/ Trading trust/ Partnership/ Joint ventures/ Company

Corporate Personality

Introduction/ Corporate personality/ Company's liability/ Piercing the corporate veil

Promoters and Pre-registration Contracts

Introduction/ Who is a promoter?/ Promoter's duties/ Consequences of a breach of a promoter's duties/ Pre-registration contracts at common law / Breach of warranty of authority/ Reimbursement of promoter's costs/ Pre-registration contracts under the Corporations Act

Incorporation and Registration of Corporations

Introduction/ "Shelf" companies/ Prerequisites to registration/ Registration/ Post-registration requirements/ Registration of existing entities

The Corporate Constitution

Introduction/ Memorandum and articles/ Mandatory and replaceable rules and the constitution/ Statutory contract/ Objects

Shares and Dividends

Introduction/ Shares/ Authorised share capital/ Categories of shares/ Variation of class rights/ Maintenance of share capital/ Dividends

Disclosure Documents

Introduction/ Self-assessment/ Securities/ Offers that need Disclosure/ Excluded offers/ Disclosure Document/ Requirements for Offering Securities/ Contents of Disclosure Document/ Stop Orders/ Defective Disclosure/ Restrictions on Advertising and Publicity/ Hawking Securities/ Financial Services Reform Act

Appointment and Removal of Directors

Introduction/ Board of directors/ Directors of officers/ Company officers/ Qualifications/ Disqualification from being a director/ Appointment of directors/ Directors' remuneration/ Resignation/ Vacation of office/ Removal of directors/ Payments for loss of office

Directors' Duties

Introduction/ Director's fiduciary relationship/ Duty to act honestly and in the best interests of the company/ Duty not to fetter discretion/ Proper purpose doctrine/ Duty to avoid a conflict of interests/ Duty to act with due care and diligence/ Insolvent trading

Meetings

Introduction/ Types of meetings/ Meetings/ Board meetings/ Annual general meeting/ General meetings/ Directors' power to postpone meetings/ Class meetings/ Notice of meetings/ Quorum/ Resolutions/ Proxies/ Representatives/ Voting/ Minutes of meeting/ Validating procedural irregularities

Members' Remedies

Introduction/ Types of proceedings/ Rule in Foss v Harbottle/ Statutory derivative action/ Oppressive, unfairly prejudicial or unfairly discriminatory conduct/ Section 1324 injunctions/ Right to inspect books

External Administration

Introduction/ Schemes of arrangement/ Receivership/ Administration of company/ Winding up generally/ Winding up by the court/ Voluntary winding up/ Deregistration

Table of Cases/ Table of Legislation/ Index


REVIEWS

A comprehensive overview of the significant areas of the corporations law that is ideal as a ‘ready reference’. It is easy to follow and includes summaries of the leading cases. … an excellent starting point for anyone seeking to keep up to date with this ever important and ever changing area of law.

CJ King, Victorian Bar News, Autumn 2006

Julie Cassidy, through her experience as a qualified barrister, lawyer and university professor, uses her knowledge of the Corporations Law to explain the complexities of this topic in a concise and comprehensive way. The purpose of this text is to use a plain English writing style to provide a brief but useful tool on important areas of the Corporations Law for both practitioners and students. …
The text is well referenced and the author uses a number of publications, legislation and case law to support each point. I particularly like the way in which the author provides the facts and outcomes of leading cases as examples of how certain areas of law have been judicially interpreted. Chapters have been organised in good order and the information has been set out in a clear format. This means that if, for example, information is needed on shares and dividends, you only have to read that chapter and not the whole publication. …
There is plenty of material to be found on the subject of Corporations Law … but given the coverage and detail of this publication it is a good introduction, especially for students.

Australian Law Librarian, Vol 14:2, Winter 2006

… it does well in its 367 pages to digest the complexity of both the Act and the seminal cases. Those cases are succinctly dealt with which allows the reader to get an immediate appreciation of the principles.
… A useful companion to have close by when considering issues concerning corporations law.

Law Letter, No 94, Summer 2006

Reviews of previous editions:
Cassidy treats the subject in an orderly way and the 13 chapters cover the field. She gives a good mix of statute law, illustrations from the leading cases and an overall account of what the basic concepts are and how they came into being. … This would be a very useful book for most students of the subject.

Australian Law Journal, February 2004 [(2004) 78 ALJ 99]

Everyone needs reference material for corporations law. As a reference starting point for this area of the law, this is an excellent abstract.

Law Institute Journal Victoria, December 2003

Cassidy attempts to explain the complexities that face those who seek to study or practise in the area of Corporations Law, in a plain English writing style and a simple, clear format. This is quite a large claim, but it seems to me has succeed admirably.

Tasmanian Law Society Newsletter, September 1995

Concise Corporations Law deals with most aspects of corporations law in a logical progression, mercifully free of jargon and unnecessary detail. … The simple, direct style of writing employed by Cassidy is a talent which should be emulated much more than it is.

International Trade & Business Law Journal, May 1996

Julie Cassidy's book, Concise Corporations Law is among the best [of the "Concise" series]. In just 340 pages she manages to achieve a simple, yet superbly thorough, summary of the key legislative principles which govern Australia's complex corporations law. Leading judicial decisions are identified and highlighted, in each case with brief summaries of the facts and ratios and, in some instances, with what the text refers to as "leading statements" by judges. Principles of law are set out in a particularly clear fashion, and always by reference to the relevant statutory provisions, and headings and point forms are liberally used thoroughout the book to assist the reader.

Although this publication is ideally suited for students, practitioners should find Concise Corporations Law to be of substantial benefit when researching unfamiliar areas of Australia's corporations law. This work offers lawyers who wish to identify and apply general principles of company law, or to ascertain what leading cases have held, a highly desirable, timesaving alternative to the volumes of looseleaf services and dense text books that are currently available.
I do not hesitate in recommending Cassidy's Concise Corporations Law.

Victoria Bar News, Winter 1996

   

Published 15 February 2006
Publisher The Federation Press
Paperback/416pp
ISBN 9781862875975
Australian RRP $59.95
International Price $55.00
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Law - Company & Securities
Law - Commercial
Law - Corporations

Concise Series


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