MLL221 Study Guide - Final Guide: Legal Personality, Aerial Application, Trading While Insolvent
24 May 2018
School
Department
Course
Professor
CORPORATE LAW TOPIC ONE
• Explain what a company is and know its distinctive features
• What is a company
• An artificial entity recognised by the law as a legal person with rights and
liabilities
o Distinct from its shareholders, directors, officers and employees
o Separate legal entity
o Perpetual succession
o Limited liability
o Issuing of shares and transferability of shares
• Understand the basics of shareholder primacy model versus stakeholder debate
•
• What are companies used for?
• Usually used as a vehicle to run a business
• Provides tax advantages
• Advantage of limited liability to shareholders
find more resources at oneclass.com
find more resources at oneclass.com
• What Type of Companies?
• Nearly 2 m registered
• The majority operate small businesses
• There are significantly more proprietary companies than public companies
• More than 2000 companies are listed on ASX
• Company groups – common for large-scale businesses
• Explain the historic development of company law and take a look at steps toward the
formation of Australian Corporate Law
• History of company law
find more resources at oneclass.com
find more resources at oneclass.com
• Development of Australian Company Law
• The Constitutional Crisis for Australian Corporations Law
• Corporations Act 2001
find more resources at oneclass.com
find more resources at oneclass.com
Document Summary
Corporations act 2001 (cth) asic act 2001 provides wide powers to do so: power to bring legal proceedings, powers include: Instigate civil proceedings and criminal prosecutions (concurrent with. Issue shares: perpetual succession, the corporation continues to exist despite the death, bankruptcy, insanity, change in membership or an exit of any shareholder or member, or any transfer of shares. Salomon v salomon & co ltd 1897 ac 22. Liquidator argued that because the business operated by the company was the same as that operated by mr s, and because mr s had effective control of the. Company, the court should hold mr s liable for the loss suffered by the company. Nor are the subscribers as members liable, in any shape or form, except to the extent and in the manner provided in the act. (lord macnaghten at 51) Lee v lee"s air farming ltd (1961) ac 12. Insurer argued mr lee could not be an employee and employer.
