Monash University

Leader: Carmel Mulhern

Offered

City (Melbourne) Trimester 2 2008 (Day)
City (Melbourne) Trimester 3 2008 (Day)

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

Objectives

Students who successfully complete this course will have:

1. knowledge and understanding of the internal governance of corporations, directors' duties and members' remedies;
2. knowledge and understanding of legislation and policy in these areas of corporate law;
3. an ability to think critically about the impact of these concepts, principles, legislation and policy on the social and economic context in which they operate;
4. an ability to apply these concepts principles, legislation and policy to hypothetical fact situations; and
5. the opportunity to conduct independent research in corporate law and for the results of that research to form a substantial proportion of the assessment for the subject.

Assessment

Assignment: 40%

Examination: 60%

Contact hours

2 hour seminar per week x 12 weeks