Company Directors: Principles of Law & Corporate Governance 2nd ed (PRE-ORDER)
R P Austin, H A J Ford, I M Ramsay
To be Published: June 2020
Publisher: LexisNexis Australia
Country of Publication: Australia
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.
Well-written by expert authors in the field
Comprehensive coverage of corporate governance and directors’ duties
A highly regarded and authorative practitioner text
Contents: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
6. The Nature and Function of Directors’ Duties: Who is Subject to the Fiduciary and Statutory Duties?
7. The Duty to Act with Care and Diligence and the Duty Not to Fetter Discretions
8. The Duties to Act in Good Faith in the Best Interests of the Company and for a Proper Purpose
9. The Duty to Avoid Conflicts of Interest and Conflicts of Duty
10. Improper Profits and the Appropriation of Corporate Property and Opportunities
11. Insolvent Trading and the Protection of Creditors
12. The Duty to Act Lawfully, with Power and within Authority
13. Duties in Relation to Meetings of Members and Financial Statements
14. The Duties and Liabilities of Directors in the Context of Capital Raising
15. The Duties and Liabilities of Directors in the Context of Takeovers
16. Statutory Duties to Give Priority to Certain Non-Shareholder Stakeholders
17. Common Directorships and Nominee Directors