Corporate Governance and the Duties of Company Directors
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The Australian Directors & Officers Liability And
Registration Form & Tax Invoice Speakers ABN: 67 117 633 931 Michelle Dalton Bernard Murphy Directors & Officers Liability Symposium Director, Professional Risks Pty Ltd Maurice Blackburn Cashman 28 - 29 August 2006 - Sheraton on the Park, Sydney Michelle is admitted as a solicitor in Australia, New Zealand and the United Bernard Murphy is the Chairman of the Board of Maurice Blackburn Cashman Please note: (i) One delegate per Registration Form (The Registration Form can be copied). Kingdom. She has 10 years experience working for major insurance broking and is the senior principal of the Major Projects department which is (ii) This Registration Form can only be accepted if accompanied by full payment. houses in Australia, Sedgwick and Marsh as head of their Professional Lines Australia’s largest class action legal practice. (iii) Hotel rate is per room per night. Division in Melbourne. Michelle has been instrumental in establishing the D&O He has 26 years experience in litigation practice. He has acted in, supervised Delegate Details insurance policies for Australia’s largest corporations including Telstra, BHP, or advised on 16 class actions, including 6 shareholder class actions. and Coles Myer. In late 2003 he successfully concluded the GIO class action on behalf of the c Prof c Dr c Mr c Ms c Mrs c Miss In 2000 Michelle set up her own consulting business specialising in Directors shareholders which resolved for $112 million, the largest ever class action Surname: Given Name: & Officers Liability Insurance and Risk. settlement in Australia. Company/Organisation: He is currently acting on behalf of the shareholders in the Aristocrat Class Presents Position: Nick Foord-Kelcey Action which is a claim for between $120 - $200 million in damages, and the Address: Marsh Ltd, London largest claim of its type in Australia. -
Contemporary Australian Corporate Law Stephen Bottomley , Kath Hall , Peta Spender , Beth Nosworthy Frontmatter More Information
Cambridge University Press 978-1-316-62827-0 — Contemporary Australian Corporate Law Stephen Bottomley , Kath Hall , Peta Spender , Beth Nosworthy Frontmatter More Information CONTEMPORARY AUSTRALIAN CORPORATE LAW Contemporary Australian Corporate Law provides an authoritative, contextual and critical analysis of Australian corporate and inancial markets law, designed to engage today’s LLB and JD students. Written by leading corporate law scholars, the text provides a number of fea- tures including: •a well-structured presentation of topics for Australian corporate law courses • consistent application of theory with discussion of corporate law principles (both theoretical and historical) •comprehensive discussion of case law with modern examples • integration of corporate law and corporate governance, all with clarity, insight and technical excellence. Central concepts are enhanced with dynamic and relevant discussions of corporate law in context, including debates relating to the role of corporations in society, the global convergence of corporate law, as well as corporations and human rights. Exploring the social, political and economic forces which shape modern cor- porations law, Contemporary Australian Corporate Law encourages a forward- thinking approach to understanding key concepts within the ield. Stephen Bottomley is Professor and Dean of the ANU College of Law at the Australian National University. Kath Hall is Associate Professor of the ANU College of Law at the Australian National University. Peta Spender is Professor and -
Table of Contents
LAWS2014/LAWS5014 Notes Table of Contents INTRODUCTION .............................................................................................................................................. 2 What is a company? ................................................................................................................................... 2 Historical development of the corporate form .............................................................................................. 2 Theories and conceptions of the corporation ............................................................................................... 5 Policy concerns .............................................................................................................................................. 6 Types of companies ....................................................................................................................................... 6 Corporate constitution and organs ................................................................................................................ 8 Corporate groups ........................................................................................................................................... 8 Administration of Australian companies ..................................................................................................... 10 CORPORATE PERSONALITY AND LIMITED LIABILITY ...................................................................................... 11 The doctrine of corporate -
The Privatisation of Australian Corporate Law Ross Grantham1
1 The Privatisation of Australian Corporate Law Ross Grantham1 Anyone looking at the Corporations Act 2001 (Cth) would be justified in thinking that company law in Australia was both wholly statutory and an instrument of public regulation. Although Anglo-Australian company law may have originally grown out of the law of partnership and been built, largely by the courts, from the material of the private law, the growth over the last 30 years in the complexity, range of matters covered and sheer volume of the Corporations Act would seem to confirm the intuition that Australia’s company law is now both statutory and public. However, while there is no denying the shift in the source of company law, the particular form corporate regulation now takes is actually making Australian company law more, rather than less, private. This trend has at least two important implications for the future of Australian company law and the Corporations Act in particular. First, the primary audience of the law must now be understood to be those who are involved in the operation of companies – business people rather than lawyers and the courts. If that is the case, then the form, language and complexity of the Corporations Act seems wholly ill-suited to that task. Second, privatisation brings to the fore the issues of the legitimacy of corporate power, and the purposes for which as a matter of policy we 1 Professor of Commercial Law, T C Beirne School of Law, University of Queensland. 27 NEW DIRECTIONS FOR Law IN AUSTRALIA should recognise the corporate form. -
30 July 2018 Mavis Tan ASX Corporate Governance Council C/O
30 July 2018 Mavis Tan ASX Corporate Governance Council c/o ASX Limited PO BOX H224 Australia Square NSW1 By email: [email protected] Dear Ms Tan Draft Fourth Edition of the Corporate Governance Principles and Recommendations INTRODUCTION 1. The Law Council of Australia (LCA) welcomes the opportunity to comment on the ASX Corporate Governance Council’s draft fourth edition of the Corporate Governance Principles and Recommendations (CGPR). These comments have been prepared by the Corporations Committee (Committee) of the Business Law Section (BLS) of the LCA, which is a specialist committee of corporations and securities law practitioners and academics. 2. The comments below respond to the ASX Corporate Governance Council’s Review of the ASX Corporate Governance Council’s Principles and Recommendations Public Consultation, released 2 May 2018 (Consultation Document). 3. The Committee notes the significant place that the CGPR have come to occupy in Australian corporate governance theory and practice since the first edition was released in 2004. Their impact is not limited to the ASX listed entities to which the CGPR directly apply; many of the Principles and Recommendations have been adopted formally and informally elsewhere, including in other self-regulatory codes. This is noted in the Consultation Document. However, these comments focus specifically on the application of the CGPR to listed entities. 4. In preparing these comments, the Committee recognises that the CGPR comprise both Principles and Recommendations and that the two serve distinct functions in the architecture of the CGPR. The Principles are (or ought to be) seen as “non- negotiable” – that is, they are foundational principles of corporate governance with which all listed entities should comply. -
Corporate Theory and Corporate Law Reform in Australia
Agenda, Volume 1, Number 2, pages 179-188 Corporate Theory and Corporate Law Reform in Australia Ian M. Ramsay f n the last few years Australian corporate law has been significantly reformed. The I reforms include: • increased duties imposed upon company directors; • regulation of transactions between public companies and their related parties; • increased disclosure requirements for public companies; • new liability upon parent companies where a subsidiary trades while it is insolvent and heightened liability upon directors for the insolvent trading of their compa nies; • a wider definition of insider trading; and • increased regulation of public unit trusts. Tliis article evaluates some of these reforms in the light of a range of current theories of the corporation. Two Theories of the Corporation Recent debates about corporate law focus mainly on two contrasting theories of the corporation: the managerialist (or institutionalist) theory and the contractual theory (Symposium, 1989; Macey, 1993). The theories have different implications for cor porate law and therefore corporate law reform. They are both concerned with corpo rate governance; in particular, they both endeavour to formulate ways to ensure that the managers of companies act in the interests of shareholders. But they differ fun damentally on how this objective is to be accomplished. The managerialist theory of the corporation emphasises corporate management and the power that it wields. The issue is whether management holds and exercises this flower legitimately (Bratton, 1989:1476). Critics of management argue that man- Ian Ramsay is Harold Ford Professor of Commercial Law at the University of Melbourne. 180 Ian Ramsay agers often exercise power without accountability to shareholders; in public compa nies, shareholders are unable to monitor effectively the managers of their companies, so that legal intervention is needed to protect the interests of shareholders. -
Research Working Paper Series
Research Working Paper Series Securities Lending, Empty Voting and Corporate Governance Associate Professor Paul Ali Melbourne Law School University of Melbourne Professor Ian Ramsay Harold Ford Professor of Commercial Law Melbourne Law School University of Melbourne Benjamin B Saunders Research Assistant Melbourne Law School University of Melbourne WORKING PAPER NO. 023/2014 MAY 2014 www.cifr.edu.au This research was supported by the Centre for International Finance and Regulation (project number E019) which is funded by the Commonwealth and NSW Governments and supported by other Consortium members (see www.cifr.edu.au). All rights reserved. Working papers are in draft form and are distributed for purposes of comment and discussion only and may not be reproduced without permission of the copyright holder. The contents of this paper reflect the views of the author and do not represent the official views or policies of the Centre for International Finance and Regulation or any of their Consortium members. Information may be incomplete and may not be relied upon without seeking prior professional advice. The Centre for International Finance and Regulation and the Consortium partners exclude all liability arising directly or indirectly from use or reliance on the information contained in this publication. www.cifr.edu.au 2 Centre for International Finance and Regulation Project: Evaluating the Impact of Securities Loans on Shareholder Rights and the Governance of Listed Companies RESEARCH REPORT 2: Securities Lending, Empty Voting and Corporate Governance Paul Ali, Associate Professor, Melbourne Law School, University of Melbourne Ian Ramsay, Harold Ford Professor of Commercial Law, Melbourne Law School, University of Melbourne Benjamin B Saunders, Research Assistant, Melbourne Law School, University of Melbourne Overview This paper examines the corporate governance implications of securities loans, in particular the impact of securities loans on shareholders’ voting rights and the control of listed Australian companies. -
Reliance on Experts from a Corporate Law Perspective Alexandros N
American University Business Law Review Volume 2 | Issue 2 Article 2 2013 Reliance on Experts from a Corporate Law Perspective Alexandros N. Rokas Follow this and additional works at: http://digitalcommons.wcl.american.edu/aublr Part of the Law Commons Recommended Citation Rokas, Alexandros N. "Reliance on Experts from a Corporate Law Perspective." American University Business Law Review 2, no. 2 (2013): 323-352. American University Business Law Review 2, no. 2 (2013): This Article is brought to you for free and open access by the Washington College of Law Journals & Law Reviews at Digital Commons @ American University Washington College of Law. It has been accepted for inclusion in American University Business Law Review by an authorized administrator of Digital Commons @ American University Washington College of Law. For more information, please contact [email protected]. RELIANCE ON EXPERTS FROM A CORPORATE LAW PERSPECTIVE ALEXANDROS N. ROKAS* In discharging their duty of care, directors of corporations are not expected to independently investigate all parameters affecting a decision they are about to make. In fact, statutory provisions encourage or sometimes require directors to seek the advice of experts, such as auditors, lawyers, investment bankers, and tax specialists. In this Article, emphasis is placed on Section 141(e) of the Delaware General Corporation Law, according to which directors are entitled to rely on the advice of such experts as long as they believe that the advice was within the expert's professional competence, the expert was selected with reasonablecare, and reliance is in good faith. Apart from systematizing the elements of this rule, as they were interpreted by a significant number of court decisions, this Article sheds light on the interaction of the reliance defense with basic concepts of Delaware corporate law, mainly the businessjudgment rule, as well as good faith, after Caremark. -
Corporate Law Teachers Association
CORPORATE LAW TEACHERS ASSOCIATION REPORT OF THE PRESIDENT FOR THE YEAR ENDING DECEMBER 2001 Professor Ian Ramsay I was re-elected President of the Corporate Law Teachers Association (CLTA) at the annual general meeting of the Association held on 13 February 2001. The AGM was held during the annual CLTA conference. This Report outlines the activities of the CLTA for the year ending December 2001. Members will see this has been a very active year in terms of organising seminars and conferences. Executive Committee of the CLTA in 2001 Clause 4(b) of the CLTA constitution provides that the members of the Executive Committee shall be a President, Secretary, Treasurer, the immediately preceding past President and four other members. In addition, clause 6(d) provides that the Executive Committee may co-opt up to three additional members to form part of the Executive Committee. Based upon these provisions of the constitution, the Executive Committee of the CLTA for 2001 comprised: • Ian Ramsay, University of Melbourne (President) • Michael Adams, University of Technology, Sydney (Immediate Past President) • Christopher Symes, Flinders University (Secretary and Treasurer) • Stephen Bottomley (ANU) • Ross Grantham (University of Auckland) • Jennifer Hill (University of Sydney) • Dimity Kingsford-Smith (Monash University) • Phillip Lipton (RMIT) • Vanessa Mitchell (Victoria University of Technology) • Ralph Simmonds (Murdoch University) • Michael Whincop (Griffith University). 2001 CLTA conference The 2001 CLTA conference was held at Victoria University of Technology and there was a very good range of papers presented during the two days of the conference. There were both Australian and international speakers as well as speakers from the Australian Securities and Investments Commission. -
Reform of the Broadcasting Authority's Enforcement Powers
Reform of the broadcasting regulator’s enforcement powers A report prepared by Professor Ian Ramsay Sydney November 2005 ISBN 0 642 27074 0 © Commonwealth of Australia 2005 This work is copyright. Apart from fair dealings for the purpose of private study, research, criticism or review, as permitted by the Copyright Act 1968, no part may be reproduced or transmitted, in any form or by any means or process, without the written permission of the publishers. Published by the Australian Communications and Media Authority 201 Sussex Street Sydney NSW 2000 Australian Communications and Media Authority ii Foreword The commencement of the Broadcasting Services Act 1992 ushered in many positive changes to the regulation of broadcasting in Australia, particularly in the area of industry responsibility for codes of practice and the expansion of various new categories of service. While the regulatory framework has generally operated well, experience over the years has highlighted a lack of flexibility in enforcement measures available to the regulator under the Broadcasting Services Act. In particular the absence of a set of graduated powers did not always allow the then Australian Broadcasting Authority to deal with non-compliance with broadcasting rules in an appropriate manner. Accordingly, in 2004, the ABA asked Professor Ian Ramsay of Melbourne University to examine the effectiveness of the ABA’s existing enforcement powers and to make proposals to enable the ABA to deal more effectively with breaches of the rules. The Australian Communications and Media Authority is now pleased to release the results of Professor Ramsay’s research—his report on the regulator’s enforcement powers under the Broadcasting Services Act. -
Selskapsrettsnytt Nr. 3/2013
SELSKAPSRETTSNYTT NR. 3/2013 SelskapsrettsNytt formidler nyheter med selskapsrettslig relevans, samlet inn av forskergruppen Selskaper, markeder, samfunn og miljø ved Det juridiske fakultet, Universitetet i Oslo. SelskapsrettsNytt gis ut kvartalsvis som en ren informasjonstjeneste, uten noen krav på fullstendighet, og distribueres kun elektronisk. Våre kilder er offentlige databaser slik som lovdata.no, regjeringen.no, EU-domstolen og EFTA-domstolen. I tillegg benytter vi det private initiativet europalov.no og vi har gleden av å legge inn en rekke linker til europalovs gode oversiktssider i vårt nyhetsbrev. Enkelte av linkene er knyttet til databaser som krever innlogging. Foreliggende utgave, SelskapsrettsNytt 3/2013, presenterer nyheter fra tiden medio april til medio august 2013. Tidligere utgaver er tilgjengelig på våre nettsider. INNHOLD Nytt i lovgivningen m.m. ................................................................................................................................................. 2 Norge .................................................................................................................................................................................. 2 EU/EØS .............................................................................................................................................................................. 5 Ny rettspraksis, forvaltningspraksis m.m. ............................................................................................................... 9 Norge -
Art Gallery of New South Wales Annual Report 2005 Art Gallery of New South Wales General Information
ART GALLERY ART GALLERY OF NEW SOUTH WALES NSW Art Gallery Road The Domain Sydney NSW 2000 Telephone: (02) 9225 1700 Information Line: (02) 9925 1790 Email (general): [email protected] For information on current exhibitions and events, visit the Gallery’s website www.artgallery.nsw.gov.au ART GALLERY OF NEW SOUTH WALES ANNUAL REPORT 2005 ART GALLERY OF NEW SOUTH WALES GENERAL INFORMATION ACCESS RESEARCH LIBRARY AND GALLERY SHOP PUBLIC TRANSPORT The Gallery opens every day except ARCHIVE Open daily from 10am to 5pm and until Buses: the 441 bus route stops at the ‘I have been in many museums around the world. You have a Easter Friday and Christmas Day The Gallery’s Research Library and 8.45pm each Wednesday night, the Gallery en route to the Queen Victoria between the hours of 10am and 5pm. Archive is open Monday to Friday Gallery Shop offers the finest range of art Building. The service runs every 20 national treasure here. Very impressive.’ Gallery visitor, 27 Feb 05 The Gallery opens late each Wednesday between 10am and 4pm (excluding books in Australia and also specialises in minutes on weekdays and every 30 night until 9pm. General admission is public holidays) and until 8.45pm each school and library supply. The shop minutes on weekends. Call the STA on free. Entry fees may apply to a limited Wednesday night. The Library is located stocks an extensive range of art posters, 131 500 or visit www.131500.info for number of major temporary exhibitions. on ground floor level and has the most cards, replicas and giftware.