Understanding company law / Phillip Lipton, Abe Herzberg.

Pyrmont, N.S.W. : Lawbook Co., 2022.

21st edition

200619

Corporation law -- Australia.

1. Regulatory framework

2. Registration and its effects

3. Types of companies

4. Constitution and replaceable rules

5. The company's relations with outsiders

6. Promoters and pre- registration contracts

7. Fundraising

8. Share capital

9. Membership

10. Dividends

11. Debentures and personal property securities

12. Directors

13. Overview and summary of directors' duties

14. Corporate governance

15. Directors' duties of good faith and proper purpose

16. Directors' conflicts of interest duties

17. Directors' duties of care, skill and diligence

18. Directors of insolvent companies

19. Remedies and penalties for directors' breach of duty

20. Exoneration and relief for directors' breach of duty

21. Shareholders' meetings

22. Financial reporting and disclosure

23. Auditors

24. Members' remedies

25. Takeovers

26. Financial services and markets

27. Managed investments

28. ASIC's investigatory and information- gathering powers

29. Corporate insolvency

30. Receivership

31. Voluntary administration, deed of company arrangement and restructuring

32. Liquidation.

Understanding Company Law is a leading text for both law and business students undertaking the study of company law. This 21st edition has been updated to include the significant changes in the law that have taken place since the previous edition was published. The main legislative changes and proposals discussed in this edition include: The Treasury Laws Amendment (Combating Illegal Phoenixing) Act 2020 (Cth) which was a response to the increased use of phoenix companies to defeat the claims of creditors. It provided for new criminal offences and civil penalties where officers engaged in conduct that resulted in a company making a prohibited "creditor-defeating disposition" of company property. It provided for such dispositions to be voidable if made by an insolvent company and expanded the powers of ASIC and liquidators to recover property or seek compensation where the legislation is contravened. This is discussed in Chapters 18 and 32. The Treasury Laws Amendment (Registries Modernisation and other Measures) Act 2020 (Cth) was also a part of the phoenix reform package aimed at reducing and deterring illegal phoenix activity. It introduced a requirement that anyone seeking to be registered as a director must first obtain a director identification number (DIN). This is discussed in Chapter 12. The Corporations Amendment (Corporate Insolvency Reforms) Act 2020 (Cth) provided for a new formal debt restructuring process and simplified liquidations for financially distressed small companies. The restructuring process allows a faster, simpler restructuring of debts and aims to maximise a company’s chances of survival. The processes are discussed in Chapters 31 and 32. The Hayne Royal Commission made many recommendations in relation to misconduct in the financial services industry. A number of these were adopted in amending legislation discussed in Chapter 26. The Treasury Laws Amendment (2021 Measures No 1) Act 2021 (Cth) made permanent significant reforms introduced initially as temporary measures to enable companies to hold meetings and execute documents during times when COVID-19 restrictions applied. These measures have proved to be convenient and cost effective for companies and led to calls to make the changes permanent. The Act allows the use of technology to enable wholly virtual and hybrid shareholder meetings to be held and documents to be executed by electronic means without the need for meeting in person. This edition also incorporates many new cases throughout the text. - Publisher's website.

Includes bibliographical references and index.

9780455246277

x, 1092 pages ; 25 cm