LAW7277

Advanced Corporations Law

(LAW)

Professor Dimity Kingsford Smith, Mr John Duns

6 points + on-campus + Clayton/City + 2 hour seminar per week + Prequisite: Equity, Principles of Corporations Law + Prohibited Combination: LAW4171

Synopsis: Internal governance: 1.Company organs and division of power 2.board of directors and the general meeting. Duties and liabilities of officers: 3.Overview of directors' duties; duties of care, skill and diligence and the statutory duty to prevent insolvent trading 4.Duty to act bona fide in the interests of the company as a whole 5.Duty to exercise powers for proper purposes and to retain discretions 6.Duty to avoid a conflict between personal interest and duty to the company: 7. Consequences of breach of duty and relief from liability Members' Remedies: 8.Overview of shareholders' remedies; shareholders' derivative actions 9.Shareholders' personal actions 10.Winding up and oppression

Assessment: Assignment: 40% Take-home examination: 60%