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LWB334 C ORPORATE LAW Monday 8 November 8:30 am Z309 1. History 2. Incorporation a. Promoters b. Pre-Incorporation Contracts c. Procedure d. Classification 3. Constitution a. Capacity & Powers b. Constitution as a Statutory Contract c. Restrictions on Power d. Replaceable Rules e. Alteration of Constitution i. Alteration of Class Rights ii. Fraud on Minority 4. Personality a. The Corporate Veil b. Piercing the Corporate Veil: s588G i. Insolvent Trading ii. Common Law Exceptions 5. Corporate Governance a. Appointment of Directors b. Directors’ Duties i. Good faith & Proper Purpose: s181(1) ii. Disclosure of conflicts of interest: s191 iii. Misuse of Position or information: ss182&183 iv. Due care & diligence: s180 c. Defences & Relief from Liability i. General law ratification ii. Statutory discretion to excuse iii. Prohibition on restriction of liability d. Remedies i. General law remedies ii. Civil penalties iii. Criminal provisions iv. Statutory injunction & damages v. Members’ right to inspect the books vi. Winding up by the court: ss461&462 e. Relief for minority members i. Controlling members & fraud on the minority ii. Derivative Actions 1. Rule in Foss v Harbottle 2. CL derivative action (abolished: s236(3)) 3. Statutory derivative actions iii. Personal Actions 1. CL per
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