An accessible and comprehensive introduction to corporate law.

Corporate Law examines the legal principles and policies that govern companies and how this interacts with corporate functions. Written in a plain-speaking style, this text brings the accessibility of an introductory text together with the depth and analysis of a higher-level text providing students with a solid understanding of all the key topics. Through an exploration of the theoretical and policy basis for topic areas, Corporate Law follows the corporate lifecycle and explores each topic in a practical context.

New to this Edition

• Updated Lecturer Resource Manual containing problem questions for each part of the textbook
• All chapters extensively updated to include recent judgments and legislative amendments
• Coverage of reforms to the corporate insolvency regime, including ‘safe harbour’ provisions for directors, new ‘phoenixing’ provisions, and the introduction of ‘restructuring’ as an alternative to winding up
• Discussion of the reforms introduced as a result of the COVID-19 pandemic

Part 1: The Corporate Entity and its Regulation

1. Introduction
2. Formation and Types of Companies
3. The Corporate Personality

Part 2: Internal Structure and Operations

4. The Corporate Constitution
5. Company Organs and the Division of Power
6. The Board of Directors
7. The General Meeting of Members

Part 3: The Company and the Outside World

8. Criminal and Civil Liability
9. Corporate Contracting

Part 4: Duties and Liabilities of Directors and Officers

10. Duty of Care, Skill and Diligence
11. Bona Fides and Proper Purposes
12. Conflicts of Interest
13. Consequences of Breach and Relief from Liability

Part 5: Members’ Remedies

14. Derivative Actions
15. Personal Actions
16. Winding Up and Oppression
17. Members’ Access to Information

Part 6: Corporate Finance

18. Raising Capital
19. Maintenance of Capital
20. Accounts and Audit

Part 7: External Administration

21. Insolvency and Winding Up
22. Secured Creditors and Alternatives to Winding Up

Elizabeth Boros- Barrister based in Melbourne, Honorary (Senior Fellow) at The University of Melbourne and Adjunct Professor at The University of Sydney.

John Duns- Former Associate Professor, Faculty of Law, Monash University

Instructor’s Manual containing suggested problem questions for each part in the textbook, together with detailed notes for discussion around each question.