Principles of Company Law (70107) complete exam notes for UTS. These notes cover the entire course. Specially formatted with exam in mind. I have also included problem questions with answers. All the topics and important sections are covered in these notes. Some of them are:
- Corporate regulation and regulators
- Civil penalty provisions
- Overview of business structures
- Associations
- Bradley Egg Farm Ltd v Clifford [1943] 2 All ER 378
- Cameron v Hogan (1934) 51 CLR 358
- Carlton Cricket and Football Social Club v Joseph [1970] VR 487
- Smith v Yarnold [1969] 2 NSWR 410
- Distinguish between tort and negligence and breach of contract
- Start with contract, end with tort
- Problem questions
- Who could the pub enforce the indemnity against?
- What actions (if any) could ASIC take in this situation? Discussion questions
- Partnerships
- Partnership liability
- Partnership property
- Limited partnerships
- Partnership Act 1898 (NSW) ss 1, 2, Pt 2 Div 1, Div 2
- Key cases
- Badeley v Consolidated Bank (1888) 38 Ch D 238
- Birtchnell v Equity Trustee, Executors and Agency Co Ltd (1929) 42 CLR 384
- Canny Gabriel Castle Jackson Advertising Pty Ltd v Volume Sales (Finance) Pty Ltd
- Cox v Hickman (1860) 8 HL Cas 268
- Dean v Macdowell (1878) 8 Ch D 345
- Dubai Aluminium Co Ltd v Salaam [2002] UKHL 48
- Polkinghorne v Holland (1934) 51 CLR 143
- Sze Tu v Lowe [2014] NSWCA 462
- S1 definition of partnership
- S2 Rules for identification (s 2)
- S5 power of partner to bind a firm à every partner is an agent of the firm.
- S6 – Acts relating to the business of a firm
- S9 – Joint liability for debts and obligations of the firm while the partner is a partner
- S12 Liability joint and several
- S10 – Liability for wrongs or omissions in the ordinary course of the business of the firm
- S14 person liable for holding out to 3rd party
- S28 Duty of partners to render accounts
- S29 – liability to account for misuse
- Commercial trusts
- Corporate trustees
- Problem questions
- List in what different legal capacities Max and Mary have
- Who is liable for the debts incurred to Avco and SupplyCo?
- Could either Avco or SupplyCo take exercise a right of subrogation against the trust property or beneficiaries?
- Corporations v companies
- Foreign companies
- Types of companies
- Corporations Act 2001
- How can you become a company?
- Problem questions
- an application for reinstatement is made to the Court by:
- the Court is satisfied that it is just that the company’s registration be reinstated.
- Setting up a company
- Internal capital structure
- Overview of corporate officers
- Overview of corporate insolvency
- Winding up companies
- Effect of insolvency on the company and its officers
- An overview of insolvent trading liability
- Corporate legal personality Salomon’s case and its application Corporate groups
- Veil piercing
- Principles of corporate liability
- Individual v corporate liability (introduction)
- Individual v corporate liability (continued)
- Corporate criminal liability
- Corporate authority
- Corporate contracting
- Delegation of authority
- Internal governance
- The corporate constitution
- Replaceable rules
- Shareholder agreements
- Outsider Rights’
- Company meetings
- Corporate decision making organs
- Corporate fundraising
- Equity fundraising
- Debt fundraising
- Directors and officers
- Appointment, resignation and removal
- Disqualification
- To whom are directors’ duties owed?
- Directors’ duties: good faith and proper purpose
- Shareholder ratification: Definition
- Directors’ duties: duties within a corporate group
- Directors’ duties: conflicts of interest
- Statutory regulation of conflicts
- Related party transactions
- Directors duties: the duty of care and diligence
- Members remedies 1
- Members remedies 2
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