Company Directors: Principles of Law and Corporate Governance
COMPANY DIRECTORS: PRINCIPLES OF LAW AND CORPORATE GOVERNANCE, LexisNexis Butterworths, Australia, 2005
Posted: 9 Aug 2006
Abstract
The economic importance of directors, the increasing intensity of debate about their functions and accountability, and the continuing public interest in the subject of company directors make this book a timely publication. Company Directors: Principles of Law and Corporate Governance is a detailed, scholarly and comprehensive analysis of law and governance as they relate to Australian company directors. In particular, the duties of company directors, remedies for breach of these duties, and the structure and operations of the board of directors are examined. Commentary on corporate governance, as it relates to company directors, is also provided.
The chapters of the book are:
Part A Structure and Powers of the Board of Directors 1 Issues in Corporate Governance 2 The Structure and Operations of the Board of Directors 3 Directors and Authority to Act for a Company 4 The Rights of Directors
Part B The Duties of Directors 5 The Function and Nature of Directors' Duties 6 The Duty to Act with Care and Diligence and the Duty Not to Fetter Discretions 7 The Duties to Act in Good Faith in the Best Interests of the Company and for a Proper Purpose 8 The Duty to Avoid Conflicts of Interest and Conflicts of Duty 9 Improper Profits and the Appropriation of Corporate Property and Opportunities 10 Insolvent Trading and the Protection of Creditors 11 The Duty to Act Lawfully, with Power and within Authority 12 Duties in Relation to Meetings of Members and Financial Statements 13 The Duties and Liabilities of Directors in the Context of Capital Raising 14 Common Directorships and Nominee Directors 15 Related Parties, Termination Benefits, Insider Trading, and Other Statutory Liabilities 16 Concurrent Liability of Directors 17 Ratification of Duties; Insurance and Indemnification; Statutory Validation
Part C Remedies for Breach of Duty and Enforcement 18 Remedies and Penalties 19 Members' Derivative Litigation to Enforce Directors' Duties
Suggested Citation: Suggested Citation