Table of Contents

1. Context, history and regulation; 2. Corporate law theory and debates; 3. The company as a separate legal entity; 4. Formation and types of companies; 5. The internal rules of a company; 6. Corporate contracting; 7. Decision-making, meetings and reporting; 8. Corporate finance; 9. Corporate fundraising; 10. An overview of directors' duties; 11. Duty of care, skill and diligence; 12. Duty of good faith; 13. Conflicts of interest; 14. Members' rights and remedies; 15. Receivership, schemes of arrangement and voluntary administration; 16. Winding up and liquidation; 17. Financial markets and financial services; 18. Takeovers.

Promotional Information

Introduces corporate law in Australia with authoritative, contextual and critical analyses of the law of corporations and financial markets.

About the Author

Stephen Bottomley has been researching and teaching corporate law for over thirty-five years. He has taught undergraduate courses in corporate law, takeovers and securities markets law, and postgraduate courses in corporate governance and government corporations. He is a highly distinguished scholar with the following affiliations: Member of the Corporate Law Teachers Association of Australia and New Zealand since its inception, and President in 2002 and 2003; member and past Chair and Executive member of the Australasian Law Academics Association; and Fellow of the Australian Academy of Law. From 2013–2017 he was Dean of the Australian National University College of Law. Kath Hall has been researching and teaching corporate law for nearly twenty years. She has taught undergraduate courses on corporate law, and postgraduate courses on corporate governance, and transnational anti-corruption law. Her research reflects a strong theoretical and practical understanding of the complexities involved in regulating global corporations and transnational corruption. In 2013, she was awarded an Australian National University College of Law Award for Excellence in Teaching and in 2014 a Vice-Chancellors Commendation for Teaching Excellence. In 2012–2014 she was a non-residential Fellow at Harvard University's Edmond J. Safra Center for Ethics, and between 2016–2019 she was a lead researcher on a large empirical project investigating positive organizational responses to whistleblowing. Kath is a member of the Corporate Law Teachers Association of Australia and New Zealand Committee; Deputy Director, of the Transnational Research Institute on Corruption at ANU; and member, International Bar Association Anti-Corruption Committee. Peta Spender has been researching and teaching corporate law for many decades. She has taught courses in corporate law, financial markets law, takeovers, corporate governance and litigation. She is the co-author of leading Australian textbooks on litigation and corporate law. Peta is a Presidential Member of the ACT Civil and Administrative Tribunal (ACAT), where she presides over hearings and appeals in areas such as administrative review, discrimination and mental health. She has the following affiliations: Fellow, Australian Academy of Law; President, Corporate Law Teachers Association (2013–2015), Member of Executive Committee of the Corporate Law Teachers Association of Australia and New Zealand, and a member of this association since its inception; Member, Joint Rules Advisory Committee – ACT Supreme and Magistrates Courts (2005–2017); and Member, National Legal Profession Reform Consultative Group (2009–2010). From 2017–2019 she was Deputy Dean of the Australian National University College of Law. Beth Nosworthy has been researching and teaching corporate law for over ten years. She worked as an Associate in the Supreme Court of South Australia and as a commercial lawyer with an Adelaide firm before commencing her career as an academic. Since joining the University of Adelaide, she has taught corporate law and equity at the undergraduate and postgraduate level, and is the Director of the Entrepreneur and Venture Advice Clinic, a pro bono service for start-ups and new ventures within the Clinical Legal Education program at the Adelaide Law School. In 2017, she was awarded the Faculty of the Professions Executive Dean's Award for Excellence in Teaching. She is a member of the Law Council of Australia, Business Law Section, and is a member of the Executive Committee of the Corporate Law Teachers Association of Australia and New Zealand (2017–2020).