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.

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ISBN/ISSN: 9780409337884
Release Date: June 30, 2020
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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 & Ramsay, Ford, Austin and Ramsay’s Principles of Corporations Law, 16th edition, 2014
Farrar & Hanrahan, Corporate Governance, 2016
Gamertsfelder, Corporate Governance in Financial Services, 2016

Featured Authors

Professor Ian Ramsay
Dr 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 (5)

Dr Dr Robert Austin

Dr Robert Austin is a barrister at Level 22 Chambers in Sydney. He was formerly a Judge in the Equity Division of the New South Wales Supreme Court, and has also had distinguished careers in legal practice and legal academia. Dr Austin also currently holds the position of Challis Lecturer in Corporate Law at the University of Sydney.

View all books by Dr Robert Austin (2)

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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