Company Directors: Principles of Law and Corporate Governance

COMPANY DIRECTORS: PRINCIPLES OF LAW AND CORPORATE GOVERNANCE, LexisNexis Butterworths, Australia, 2005

Posted: 9 Aug 2006

See all articles by Robert P. Austin

Robert P. Austin

Supreme Court of New South Wales; The University of Sydney - Faculty of Law

Harold Ford

University of Melbourne - Law School

Ian Ramsay

Melbourne Law School - University of Melbourne

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

Austin, Robert P. and Ford, Harold and Ramsay, Ian, Company Directors: Principles of Law and Corporate Governance. COMPANY DIRECTORS: PRINCIPLES OF LAW AND CORPORATE GOVERNANCE, LexisNexis Butterworths, Australia, 2005, Available at SSRN: https://ssrn.com/abstract=922641

Robert P. Austin

Supreme Court of New South Wales ( email )

Law Courts Building, Queens Square
184 Phillip Street
Sydney, New South Wales 2000
Australia

The University of Sydney - Faculty of Law ( email )

New Law Building, F10
The University of Sydney
Sydney, NSW 2006
Australia

Harold Ford

University of Melbourne - Law School ( email )

University Square
185 Pelham Street, Carlton
Victoria, Victoria 3010
Australia

Ian Ramsay (Contact Author)

Melbourne Law School - University of Melbourne ( email )

University Square
185 Pelham Street, Carlton
Victoria, Victoria 3010
Australia
+61 3 8344 5332 (Phone)

HOME PAGE: http://law.unimelb.edu.au/about/staff/ian-ramsay

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