Corporations Law: In Principle, 10th edition, continues its tradition of being one of the most easy to understand texts on corporate law in Australia. Since the last edition, there have been many significant developments in both legislation and case law as a result of a range of government reviews and administrative changes.
This edition incorporates expanded and updated commentary on:
- the personal property securities reforms, which provide a uniform regulatory framework dealing with personal property securities, including significant amendments to financial services, products and markets;
- the introduction of the Corporations and Financial Sector Legislation Amendment Act 2013 and the Corporations Amendment (Simple Corporate Bonds and Other Measures) Act 2014;
- the Corporations Legislation Amendment (Deregulatory and Other Measures) Act 2015 which was initiated by Treasury as part of overall reforms. This Act effected changes to the Corporations Act 2001 with respect to the holding of general meetings; remuneration reporting; auditor appointment for companies limited by guarantee and to changes in financial years;
- the Corporations Amendment (Financial Advice Measures) Act 2016 is part of the Future of Financial Advice (FoFA) reforms which are focused on improving the quality of advice and enhancing retail investor protection; and
- the new dividend rules under revised s 254T of the Corporations Act 2001 (Cth). Significant cases in this edition, particularly in relation to directors’ duty of care, include ASIC v Healey (2011) (the Centro Case); ASIC v Hellicar (2012) (the James Hardie Case); Shafron v ASIC (2012); and Forrest v ASIC; Fortescue Metals Group Ltd v ASIC (2012).
Corporations Legislation 2017 has an outstanding reputation for accuracy, dependability and reliability. This fully consolidated legislation book includes the Corporations Act 2001, Australian Securities and Investments Commission Act 2001 and associated Acts and legislation, capturing the latest amendments up to 1 January 2017.
Designed for use by practitioners, business professionals and anyone with an interest in corporations law, the Corporations Act 2001 is supplemented with key section annotations updated by Sydney barrister Edmund Finnane. These section specific commentary notes provide additional guidance for the most important provisions. In addition, in the “Year in Review” feature, Professor Robert Baxt highlights significant corporations law developments since January 2016.
Cross-references are included to indicate where particular sections of the Corporations Act have been affected by the Corporations Regulations, and to note related ASIC materials.
- Amendments by the Corporations Legislation Amendment (Deregulatory and Other Measures) Act 2015 which included amongst other changes the abolition of the 100 member rule and changes to the reporting requirements in relation to executive remuneration.
- Decision by the High Court which held that once an order had been made granting an extension of time for bringing an application under s 588FF (3) (b) had expired, the rules of the State Courts and Territories could not apply to extend the time: Grant Samuel Corporate Finance Pty Ltd v Fletcher  HCA 8.
- Decision by the High Court which upheld the availability of “shelf orders” for the extension of time to bring proceedings under s 588F(3)(b): Fortress Credit Corporation (Australia) II Pty Ltd v Fletcher  HCA 10.
- The Federal Court’s decision covering takeovers and director’s duties in ASIC v Mariner Corporation  FCA 589, in particular the statutory business judgment rule and clarifying the operation of s 631 (2).
- Exploration of what constitutes “oppression” under s 232 canvassed in Donaldson v Natural Springs Australia Limited  FCA 498.
- Wide-ranging judgment with implications for how the Australian Takeovers Panel will consider declarations of unacceptable circumstances: Queensland North Australia Pty Ltd v Takeovers Panel  FCAFC 68