This unit provides students with an overview of key legal and policy issues relating to corporate law.

In the last 18 months, Australia has seen some of the most significant corporate law reforms in its history, including the new ‘safe harbour’ for directors from insolvent trading, the moratorium on the enforcement of ‘ipso facto’ contractual clauses and the new liability regime for the recovery of employee entitlements. The litigious landscape for corporations also continues to evolve, as we have seen shareholder class actions proliferate with the aid of litigation funding. It is therefore an important and exciting time for students to be studying corporate law.

This unit will cover the following topics:

• The process to establish a company
• The nature of a company
• The concepts of corporate personality, the separate legal entity doctrine and limited liability
• The relationship a company has with corporate ‘outsiders’, including the formation of contracts and the agency and authority of directors and other officers
• The key duties and responsibilities owed by directors at general law and under the Corporations Act 2001 (Cth)
• Remedies for breach of directors’ duties
• The rights of shareholders, including rights to enforce oppressive conduct and to institute statutory derivative proceedings
• The nature of a company’s share capital and the rules relating to dividends, reductions of capital and financial assistance
• A company’s obligations regarding financial reporting and auditing and continuous disclosure
• How a company goes about raising capital through debt finance or equity finance and how public offers for shares are regulated
• Takeovers and schemes of arrangement; and
• The nature of external administration, including receivership, liquidation, voluntary administration and deeds of company arrangement, informal restructuring and liquidators’ recovery of voidable transactions