Corporations Law B

Course aim

This course builds upon prior studies in the course Corporations Law A. The first half of the course will focus upon corporate governance principles and the range of common law and statutory duties of directors and officers. In regard to Listed Companies, it will examine the ASX Corporate Governance Council Corporate Governance Principles and Recommendations and other soft law mechanisms. It will also look at the appointment, removal and disqualification of directors. In the second half of the course, it will examine remedies for misconduct available against directors by the company, by members of the company and by the Australian Securities and Investments Commission. It will also discuss statutory defences available to directors and officers. This will be followed by a discussion of the derivative actions regime, the use of civil penalty orders, insolvent trading proceedings and the powers of the courts to make orders affecting directors and the company’s affairs.

Course content

An Introduction to corporate governance principles and the fiduciary duties of officers;
Duty of care and diligence and defences available to directors and officers;
Duties of directors to avoid conflicts of interest;
Duties of directors and officers to exercise their powers in good faith and for proper purposes;
Corporate governance during times of distress, including a discussion of the insolvent trading prohibition;
Removal and disqualification of directors;
Legal issues relating to executive remuneration and corporate performance;
Members’ remedies against directors;
Remedies available to the company and the Australian Securities and Investments Commission against directors;
Derivative action procedures and the use of Civil Penalty Orders;
Powers of the courts to issue injunctions and make remedial orders.

Textbook(s)

Hargovan A ,Adams M and Brown C 2020, Australian corporate law, 7th ed, LexisNexis Butterworths, Chatswood N.S.W.

Prerequisite(s)

Corequisite(s)

Nil

Teaching method

Note: These components may or may not be scheduled in every study period. Please refer to the timetable for further details.

Assessment

Essay, Problem solving exercise

Fees

EFTSL*: 0.125
Commonwealth Supported program (Band 4C)
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Fee-paying program for domestic and international students
International students and students undertaking this course as part of a postgraduate fee paying program must refer to the relevant program home page to determine the cost for undertaking this course.

Non-award enrolment
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* Equivalent Full Time Study Load. Please note: all EFTSL values are published and calculated at ten decimal places. Values are displayed to three decimal places for ease of interpretation.