Principles of Company Law (70107) complete exam notes for UTS. These notes cover the entire course. Specially formatted with exam in mind.

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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