The Law and Practice of Corporate Governance, 2nd edition
The Law and Practice of Corporate Governance 2nd edition is an authoritative, interdisciplinary analysis of modern corporate governance issues, law and practice
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The role of the company as a significant source of economic and social power, and egregious abuses by companies of that power, have seen the emergence of corporate governance as one of the most pressing and widely debated issues of the 21st century. This book identifies and analyses the core issues facing corporate governance: the legal and economic nature of the company and limited liability, the role and composition of the board of directors, the legal, regulatory, and market-based mechanisms by which the exercise of corporate power is controlled, and the changing regulatory environment within which companies operate. This analysis locates these issues within the deeper policy and theoretical debates that inform and shape modern corporate governance law and practice.
In drawing together the insights and learning on corporate behaviour and governance from the fields of law, economics, finance, regulatory theory, sociology, as well as industry practice, this book provides a sophisticated and principled, yet readily accessible, account of the core issues, concepts, practices, and strategies that together constitute and define the field of corporate governance in Australia. It is essential reading for practitioners, corporate counsel and other company officers, and a clear and authoritative resource for students and anyone wishing to understand the importance of governance law and practice in the context of modern society.
• an accessible, focused, and principled account of Australian corporate governance
• provides conceptual framework
• identifies key governance challenges and responses
• discusses policy and theoretical considerations
• a comprehensive treatment of the central issues
• facilitates undestanding and analysis of the issues
• Ian Ramsay, Company Directors: Principles of Law and Corporate Governance, 2nd edition
• Pamela Hanrahan and John Farrar Corporate Governance
Table of contents
- 1 Introduction
- Part A - The Nature of the Company
- 2 The Nature, Focus, and Sources of Corporate Governance
- 3 The Nature of the Company
- 4 The Nature of the Limited Liability
- Part B - Nature and Function of the Board
- 5 Board Structure and Composition
- 6 The Function and Powers of the Board
- 7 Whose Interests Does (And Should) The Company Serve?
- Part C - Control Strategies
- 8 A Taxonomy of Control Strategies
- 9 Legal Control Strategies: Directors’ Duties
- 10 Market-Based Control Strategies
- 11 Disclosure and Verification Strategies
- 12 The Governance Role of Shareholders
- Part D – The Regulatory Environment
- 13 Regulating Corporate Behaviour from Within