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3 Found helpful • 21 Pages • Complete Study Notes • Year: Pre-2021
Incorporation/Registration and Effect 2 Incorporation/Registration Process 2 PTY vs Public Requirements 2 Effect of Incorporation: Separate Legal Entity 3 The Constitution and Replaceable Rules 5 Internal Organisation of Companies 5 Constitution as a Statutory Contract 5 Altering the Constitution (including Co name/type change) 6 Directors, Members, and Corporate Decision Making 7 1a. Director’s Powers 7 2a. Decision Making by Directors (Director Board Meetings) 9 1b. Member’s Powers 9 2b. Decision Making by Shareholders (General Meetings) 10 3. Procedural Irregularity 11 Corporate Contracting/Authority 12 Step 1: How was the Contract entered into? 12 Step 2: If Indirect, did the Agent have the requisite authority? 12 Step 3: Do the Statutory Assumptions Apply? 12 Step 5: Indoor Management Rule 13 Directors Duties 14 Duty to Exercise Good Faith in the Best Interest of the Co (181(1)(a); Vines) 14 Duty to Exercise Power for Proper Purpose (181(1)(b); Vines) 15 Duty to Retain Discretion 15 Duty to Avoid Conflict of Interest 15 Duty to Exercise Care, Skill and Diligence (Statute and Common Law) (180) (Adler/Vines) 19 Duty to Prevent Insolvent Trading 20 Sanctions, Remedies and Relief from Liability 23 General Right to Action (Standing) 23 Remedies Sought 23 Relief from Liability 24 Members’ Remedies 25 Members’ Personal Rights 25 Statutory Derivative Action (SDA) 25 Statutory Injunction (1324) 26 Winding Up 27 Oppression Order (232) 28 Capital Maintenance (Part 2H) 29 Allotment of Shares (Part 2H.1) 29 Variation of Class Rights (Part 2F.2) 30 Distribution of Dividends (Part 2H.5) 30 Reduction of Share Capital (Part 2J.1) 31 Share Buy Back Scheme (Part 2J.2) 32 Financial Assistance for the Purchase of Co Shares (Part 2J.3) 33 Dealing with Listed Companies 34 Disclosure Obligations: Financial Reporting (Part 2M.3) 34 Continuous Disclosure (Ch 6CA, s674) 35 Misleading and Deceptive Conduct (Civil Liability only) (1041H) 36 Corporate Mortality 36 Receivership (Part 5) 36 Voluntary Administration (Part 5.3A) 38 Winding Up and Liquidation 39 De-registration (s601) (Ch 5A) 41
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