Corporations Law B

This course builds upon prior studies in the course Corporations Law A. The first half of the course will focus upon corporate governance principles and the range of common law and statutory duties of directors and officers. In regard to Listed Companies, it will examine the ASX Corporate Governance Council Corporate Governance Principles and Recommendations and other soft law mechanisms. It will also look at the appointment, removal and disqualification of directors. In the second half of the course, it will examine remedies for misconduct available against directors by the company, by members of the company and by the Australian Securities and Investments Commission. It will also discuss statutory defences available to directors and officers. This will be followed by a discussion of the derivative actions regime, the use of civil penalty orders, insolvent trading proceedings and the powers of the courts to make orders affecting directors and the company's affairs. An Introduction to corporate governance principles and the fiduciary duties of officers; Duty of care and diligence and defences available to directors and officers; Duties of directors to avoid conflicts of interest; Duties of directors and officers to exercise their powers in good faith and for proper purposes; Corporate governance during times of distress, including a discussion of the insolvent trading prohibition; Removal and disqualification of directors; Legal issues relating to executive remuneration and corporate performance; Members' remedies against directors; Remedies available to the company and the Australian Securities and Investments Commission against directors; Derivative action procedures and the use of Civil Penalty Orders; Powers of the courts to issue injunctions and make remedial orders.