Scribd Logo
Upload

Welcome to Scribd!

  • 45 views

    Summary Dots

    Uploaded by

    Johnson Phan
    This document contains a checklist of topics for a corporate law class covering internal governance and corporate liability, promoters and corporate fundraising, and share capital, transactions, and meetings. The checklist includes: - Details on a company's constitution before and after 1998 reforms, and how the constitution acts as a contract - How companies enter contracts directly and through agents, and the authority of corporate officers - The definition of a promoter and their fiduciary duties - Disclosure requirements in prospectuses and exemptions from requiring a prospectus - ASIC's role in regulating fundraising and who can be sued for misleading statements - Statutory defenses to claims of misleading statements - Additional investor protection measures

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd

    Summary Dots

    Uploaded by

    Johnson Phan
    45 views2 pages
    This document contains a checklist of topics for a corporate law class covering internal governance and corporate liability, promoters and corporate fundraising, and share capital, transactions, and meetings. The checklist includes: - Details on a company's constitution before and after 1998 reforms, and how the constitution acts as a contract - How companies enter contracts directly and through agents, and the authority of corporate officers - The definition of a promoter and their fiduciary duties - Disclosure requirements in prospectuses and exemptions from requiring a prospectus - ASIC's role in regulating fundraising and who can be sued for misleading statements - Statutory defenses to claims of misleading statements - Additional investor protection measures

    Original Description:

    syllabus points for business entities

    Original Title

    Summary dots

    Copyright

    © © All Rights Reserved

    Available Formats

    DOCX, PDF, TXT or read online from Scribd

    Did you find this document useful?

    Is this content inappropriate?

    This document contains a checklist of topics for a corporate law class covering internal governance and corporate liability, promoters and corporate fundraising, and share capital, transactions, and meetings. The checklist includes: - Details on a company's constitution before and after 1998 reforms, and how the constitution acts as a contract - How companies enter contracts directly and through agents, and the authority of corporate officers - The definition of a promoter and their fiduciary duties - Disclosure requirements in prospectuses and exemptions from requiring a prospectus - ASIC's role in regulating fundraising and who can be sued for misleading statements - Statutory defenses to claims of misleading statements - Additional investor protection measures

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Download as docx, pdf, or txt
    45 views2 pages

    Summary Dots

    Uploaded by

    Johnson Phan
    This document contains a checklist of topics for a corporate law class covering internal governance and corporate liability, promoters and corporate fundraising, and share capital, transactions, and meetings. The checklist includes: - Details on a company's constitution before and after 1998 reforms, and how the constitution acts as a contract - How companies enter contracts directly and through agents, and the authority of corporate officers - The definition of a promoter and their fiduciary duties - Disclosure requirements in prospectuses and exemptions from requiring a prospectus - ASIC's role in regulating fundraising and who can be sued for misleading statements - Statutory defenses to claims of misleading statements - Additional investor protection measures

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Download as docx, pdf, or txt
    of 2

    TABL2741 CHECKLIST

    CLASS FIVE – INTERNAL GOVERNANCE AND CORPORATE LIABILITY

    Constitution:

     Prior to 1998 reforms – memorandum of association and articles of association.


     After 1998 reform – replaceable rules (CA s141), draft their own constitution, combination
    (s134)  Exception – no liability companies.
    o Advantages of replaceable rules?
     Legal effect of constitution/replaceable rules – contract between whom?
     Altering the constitution – special resolution.
    o Limited by law – CA 2001 s140 (2) – written agreement needed to increase share.
    o Protection under equity - <Gambotto Case> - proper purpose

    Corporate Liability:

     How do companies enter contracts?


    o CA2001, s127 – Directly
    o Agents – Actual and Apparent Authority <Freeman and Lockyer Case>
     Authority of Corporate Officers:
    o Directors <Northside Case>
    o Secretary

    Defective Contracts:

     Indoor Management Rule <Royal British Bank>


     Limitations of Indoor Management Rule <Northside Case> - actual knowledge and put on
    enquiry.

    WEEK 6 – PROMOTERS/CORPORATE FUNDRAISING

    Promoter:

     Definition of Promoter
     Fiduciary duties of promoters
     Fiduciary liabilities – rescission of contract, damages and constructive trust order
     Pre-registration contracts – Purpose? Who bears liability? Promoter or company?

    Disclosure:

     Prospectus
    o General disclosure test
    o Specific disclosure
     Profile statement or Offer Information Statement
     Other investor protection methods – supplementary prospectus (s719), stop orders (s739)
     Exemptions – small scale, sophisticated investor (Maxwell case), existing holder,
    senior/manager relation, rights issue.
    TABL2741 CHECKLIST

     Need for disclosure/prospectus?


    o ASIC v Axis International
    o Cadence Asset Management

    Role of ASIC:

     Interim/Final stop order, publicity order and banning orders


     Anti-avoidance – <Axis International> to prevent circumventing exceptions.

    Who can be sued?

     When is it imposed? Misleading, material omissions or failure to include new circumstances

    Statutory Defences:

     S731 – Due Diligence


     Lack of Consent
     Lack of knowledge – only for offer information and profile statements
     Reasonable Reliance

    Other Investor Protection Measures:

     Prohibition on advertising (s734) and share-hawking/cold calling (s736)

    WEEK 7 – SHARE CAPITAL, TRANSACTIONS & MEETINGS

    You might also like