Company Directors: Principles of Law and Corporate Governance, 2nd edition

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. This updated second edition examines the duties of company directors, remedies for breach of these duties, and the structure and operations of the board of directors.

by Professor Ian Ramsay (Author) , Robert Austin (Author)

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Book:Hardback
ISBN/ISSN: 9780409337884
Release Date: May 21, 2022
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Product description

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. This updated second edition examines the duties of company directors, remedies for breach of these duties, and the structure and operations of the board of directors, taking into account legislative and case law developments which have occurred since the first edition was published in 2005.

Written by highly-respected authors in the field of corporate law, the book also includes expert commentary on corporate governance as it relates to company directors.

A new title in the LexisNexis Black and Silver series, this text is divided into three comprehensive parts, covering the structure and powers of company directors, specific duties imposed on directors, and enforcement of duties as well as remedies for breach of directors’ duties.

Features

  • Well-written by expert authors in the field
  • Comprehensive coverage of corporate governance and directors’ duties
  • A highly regarded and authorative practitioner text

Related Titles

Austin and Ramsay, Ford, Austin and Ramsay’s Principles of Corporations Law, 16th edition, 2014
Farrar and Hanrahan, Corporate Governance, 2016
Gamertsfelder, Corporate Governance in Financial Services, 2016

 

Featured Authors

Professor Ian Ramsay
Robert Austin

Professor Professor Ian Ramsay

Professor Ian Ramsay is the Harold Ford Professor of Commercial Law at Melbourne Law School, University of Melbourne, and the Director of the Centre for Corporate Law and Securities Regulation. Professor Ramsay has published widely on corporate law and corporate governance both in Australia and internationally.

View all books by Professor Ian Ramsay (4)

Robert Austin

Dr Robert (Bob) Austin is a barrister with Level 22 Chambers, Sydney, and is the Challis Lecturer in Corporate Law at the University of Sydney. He held academic positions in the fields of equity and company law at the University of Sydney from 1969 to 1990, becoming Professor (1984) and Head of the Department of Law (1985). From 1991 to 1998 he was a partner with Minter Ellison specialising in the M&A and corporate fields. He served as a judge of the Supreme Court of New South Wales from 1998 to 2010 and was a part-time member of the Takeovers Panel from 2001 to 2006. He returned to private legal practice in 2011.

View all books by Robert Austin (3)

Table of contents

PART A - The Board of Directors and Corporate Governance: Structure and Powers of the Board of Directors

 

     
  1. Issues in Corporate Governance

    2.  
  2. The Structure and Operations of the Board of Directors

    3.  
  3. Directors and Authority to Act for a Company

    4.  
  4. The Rights of Directors

    5.  
  5. Remuneration of Directors and Termination Benefits

    6.  

 
PART B - The Duties of Directors

 

     
  1. The Nature and Function of Directors’ Duties: Who is Subject to the Fiduciary and Statutory Duties?

    2.  
  2. The Duty to Act with Care and Diligence and the Duty Not to Fetter Discretions

    3.  
  3. The Duties to Act in Good Faith in the Best Interests of the Company and for a Proper Purpose

    4.  
  4. The Duty to Avoid Conflicts of Interest and Conflicts of Duty

    5.  
  5. Improper Profits and the Appropriation of Corporate Property and Opportunities

    6.  
  6. Insolvent Trading and the Protection of Creditors

    7.  
  7. The Duty to Act Lawfully, with Power and within Authority

    8.  
  8. Duties in Relation to Meetings of Members and Financial Statements

    9.  
  9. The Duties and Liabilities of Directors in the Context of Capital Raising

    10.  
  10. The Duties and Liabilities of Directors in the Context of Takeovers

    11.  
  11. Statutory Duties to Give Priority to Certain Non-Shareholder Stakeholders

    12.  
  12. Common Directorships and Nominee Directors

    13.
 

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