LAW7261

Corporate groups and governance

(LAW)

Ms Vicky Priskich

6 points + First semester + City + 25 contact hours (over 5 consecutive days from 9.30 am to 4 pm) plus 120 hours private study Prerequisite: Law 4171 or equivalent

Synopsis: The related party provisions under Pt 2E.1 of Corporations Law. Responsibilities of directors under the insolvent trading provisions in Pt 5.7B. Duties of directors under Pt 2D.1. Liability of directors of the parent and lenders as "shadow directors". Problems that arise from the appointment of nominee directors. Vicarious liability of the parent corporation. Piercing the veil jurisprudence. ASIC deeds of cross guarantee. Reform proposals by the Companies and Securities Advisory Committee including: the option to form a consolidated group for wholly owned subsidiaries; part removal of directors duties for partly owned subsidiaries; nominee directors; pooling orders; and contribution orders.

Assessment: Research paper (7000 words): 90% + participation in class discussion: 10%