Understanding Company Law 23rd ed

Australia Title

Understanding Company Law has been a leading text for both law and business students undertaking the study of company law, since 1984. This 23rd edition has been updated to include the following recent legislative changes:

• Treasury Laws Amendment (Financial Services Compensation Scheme of Last Resort) Act 2023 (Cth) established a compensation scheme in 2024 to provide compensation of up to $150,000 to consumers who have been victims of financial services misconduct.
• Treasury Laws Amendment (2023 Measures No 3) Act 2023 (Cth) made changes to the education requirements for financial advisers to enable experienced financial advisers to remain in the industry without meeting some of the education qualification requirements.
• Treasury Laws Amendment (Delivering Better Financial Outcomes and Other Measures) Act 2024 (Cth) changed the requirements for client consent for ongoing fee arrangements payable to financial advisers.
• Treasury Laws Amendment (Financial Market Infrastructure and Other Measures) Act 2024 (Cth), among other things, introduced a new mandatory climate change reporting regime applicable to large companies. Climate-related financial disclosures must be set out in a sustainability report which is subject to audit.
• The Australian Law Reform Commission issued its report Confronting Complexity: Reforming Corporations and Financial Services Legislation (Report 141) in 2023. The report concluded that the legislative framework for corporations and financial services was no longer fit for purpose as it was unnecessarily complex and so generates unnecessary costs and gives rise to inflexibility in its application.

The most significant recent cases include:

• ASIC v Mercer Superannuation (Australia) Ltd [2024] FCA 850 which was one of a number of “greenwashing” cases brought by ASIC where a financial institution made false or misleading claims that particular financial products invested only in environmentally friendly, sustainable or ethical businesses.
• Pacific Current Group Limited v Fitzpatrick [2024] FCA 1480 is a rare example of the business judgment rule being successfully argued to protect directors in relation to alleged breaches of the duty of care and diligence.
• ASIC v Ryan [2024] FCA 1267 which considered whether it was reasonable for a director to rely on legal advice for the purpose of meeting the duty of care and diligence.

This edition also introduces more flow charts and diagrams to better enable students to visualise the conceptual structures that are integral to directors’ duties and corporate insolvencies.

table of content

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

Tables - Cases, Corporations Act, Corporations Regulations, Australian Securities and Investments Commission Act, Codes, Statutes.

Index