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Understanding Company Law 17th edition
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Understanding Company Law 17th edition

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Overview
Published 13 Nov 2013 (Thomson Reuters)
ISBN: 9780455232164.
Description

By Phillip Lipton, Abe Herzberg, Michelle Welsh

Understanding Company Law 17th edition remains one of Australia’s leading texts on company law.  With an easy to follow structure and accessible yet comprehensive approach, it is the ideal text for both business law students and undergraduate law students of corporations law.

The 17th edition incorporates a number of significant recent legislative and case law developments, particularly in relation to the Corporations Act.  These include:

  • The Corporations Amendment (Future of Financial Advice) Act 2012 which requires financial advisers who wish to charge their retail clients trailing commissions and other ongoing fees for financial advice to obtain prior consent. These amendments are discussed in Chapter 19.
  • The Corporations Amendment (Further Future of Financial Advice Measures) Act 2012 which inserted new detailed rules requiring financial advisers to act in the best interests of their clients and to place their clients’ interests ahead of their own interests when providing personal advice to retail clients. The new requirements also introduced bans on the payment and receipt of “conflicted remuneration” which has the potential to influence the advice provided to retail clients. These new requirements are discussed in Chapter 19.
  • The Corporations Legislation (Audit Enhancement) Act 2012 which permits directors of listed companies to extend their auditor’s rotation period for an additional two years. This is discussed in Chapter 16.
  • The Corporations Amendment (Phoenixing and Other Measures) Act 2012 which amended the Corporations Act to give ASIC the power to appoint a liquidator to take over the conduct of a company’s affairs where the company is deregistered, deregistrable or otherwise abandoned by its directors. As discussed in Chapter 13.5, the appointment of a liquidator enables that person to investigate and report on directors’ alleged misconduct and is an additional mechanism for addressing phoenix company activity.

This edition also outlines a number of recently introduced Bills, including the Insolvency Law Reform Bill 2012, the Corporations Legislation Amendment (Remuneration and Other Measures) Bill 2012 and the Corporations Amendment (Similar Names) Bill 2012.

Among the many recent cases incorporated into the text, the most important case law developments are included in Chapter 13, such as the James Hardie cases, Shafron v ASIC and ASIC v Hellicar, and Westpac Banking Corp v The Bell Group Ltd (No 3).  Another James Hardie case, Gillfillan v ASIC, is discussed in Chapter 12 in the context of the proper conduct of board meetings.

This edition also discusses in Chapter 14 the CAMAC Discussion Paper, “The AGM and Shareholder Engagement” (2012), which canvasses numerous options for reforming the law regarding shareholder engagement, the annual report and the AGM.

Table of contents

  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. Corporate Governance and Duties of Directors
  14. Shareholders’ Meetings
  15. Financial Reporting and Disclosure
  16. Auditors
  17. Members’ Remedies
  18. Takeovers
  19. Financial Services and Markets
  20. Managed Investments
  21. ASIC Investigation Powers
  22. Corporate Insolvency
  23. Receivership
  24. Voluntary Administration
  25. Liquidation
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