Company Directors: Principles of Law & Corporate Governance 2nd Ed

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Company Directors: Principles of Law & Corporate Governance 2nd Ed

Author Robert P. Austin and Ian M. Ramsay
Publication Date Dec 2021
ISBN 9780409337884
Format Hardcover
Publisher LexisNexis Butterworths Australia

 

Principles of Law and Corporate Governance for Australian Company Directors is a deep, academic, and complete examination of law and governance as it pertains to Australian company directors. This revised second edition addresses corporate directors' responsibilities, remedies for breaches of those responsibilities, and the organisation and activities of the board of directors, taking into account legislative and case law developments since the first edition was released in 2005.

The book contains professional opinion on corporate governance as it applies to company directors, and it is written by well-known authors in the subject of corporate law.

This work, a new addition to the LexisNexis Black and Silver series, is structured into three chapters that discuss the structure and powers of company directors, particular responsibilities imposed on directors, duty enforcement, and remedies for violation of directors' obligations.

Features

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

TABLE OF CONTENTS of Company Directors: Principles of Law & Corporate Governance

PART A – The Board of Directors and Corporate Governance: Structure and Powers of the Board of Directors
1. Issues in Corporate Governance
2. The Structure and Operations of the Board of Directors
3. Directors and Authority to Act for a Company
4. The Rights of Directors
5. Remuneration of Directors and Termination Benefits

PART B – The Duties of Directors
1. The Nature and Function of Directors’ Duties: Who is Subject to the Fiduciary and Statutory Duties?
2. The Duty to Act with Care and Diligence and the Duty Not to Fetter Discretions
3. The Duties to Act in Good Faith in the Best Interests of the Company and for a Proper Purpose
4. The Duty to Avoid Conflicts of Interest and Conflicts of Duty
5. Improper Profits and the Appropriation of Corporate Property and Opportunities
6. Insolvent Trading and the Protection of Creditors
7. The Duty to Act Lawfully, with Power and within Authority
8. Duties in Relation to Meetings of Members and Financial Statements
9. The Duties and Liabilities of Directors in the Context of Capital Raising
10. The Duties and Liabilities of Directors in the Context of Takeovers
11. Statutory Duties to Give Priority to Certain Non-Shareholder Stakeholders
12. Common Directorships and Nominee Directors

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