Contents of Corporate Law
Contents of this subject matter include:
- This topic introduces the core doctrines of company (or corporate) law (the terms company and corporation will be used interchangeably except where the distinction between them is relevant). It also introduces doctrines of partnership law, one of the foundation stones of company law. These topics will build on readers’ prior studies of contract, property, tort, and agency law as well as the law of fiduciary duties.
The topic contains the company law topics required for an accredited law degree. These topics are the basic ones common to all company types.
- In teaching this subject, we seek to balance the needs of those who wish to specialize in this area of law and those whose interest is less central to their career plans. We aim to develop your capacity to understand and apply the principles, goals and techniques of corporate law and ability to appreciate the important legal, social and moral questions that the corporation peculiarly poses for all of us. In seeking to achieve this aim, we provide and apply distinct theoretical frameworks to the principles of corporate law. Readers will critically assess corporate law principles by applying these theoretical positions to real life commercial problems.
- Issues specific to stock exchange listed companies are not covered in any depth in this topic but are treated in the topic Securities Markets Law. These excluded topics include the regulation of securities markets, corporate fundraising and company takeovers and some specialist topics in equity finance. A brief overview of corporate insolvency is also provided, with a more detailed treatment given in the topic Insolvency.
This topic comprises the following distinct components or CHAPTERs.
CHAPTER 1- CONTEXTUAL AND THEORETICAL ISSUES
The topic commences by introducing the idea of a corporation and the role of corporate law. It looks at the structure of the Corporations legislation, some of the justificatory theories behind the design of corporate law, and some critical approaches to the analysis of corporate law. As the topic progresses, and your familiarity with corporate law doctrine and theory grows, this model will become more sophisticated in design and application. This part of the topic allows us to focus on some of the key stakeholders in a company, especially those people who decide to set up, invest in, deal with and eventually close down a company. Obvious stakeholders include shareholders and directors; others include creditors, employees, suppliers to the company and the wider community on which it depends for non-financial inputs. We will use different (sometimes competing) theories of corporate law to assess the basic question of the separation of ownership and control that exists within many corporations (particularly large public corporations). Corporate social responsibilities will also be canvassed.
CHAPTER 2- PARTNERSHIPS
The topic then contrasts the principal characteristics of the corporate structure with those of the partnership form of business association. the partnership is important in its own right — it is the most common form of business association — but it is also the business form from which the principal characteristics of the English and American registered company are drawn. Some other forms of unincorporated association, pursued for business or for non-profit goals, are also briefly introduced.
CHAPTER 3- COMPANIES FORMED UNDER the CORPORATIONS LEGISLATIONS
This CHAPTER examines the concepts that form the basis for the incorporation of business enterprises under the company legislations, such as the Corporations Act 2001 in Australia. We will discuss the legal nature of share capital and provide an overview of the basic types of corporations, and the corporate organs and decision-making processes that operate within corporations. This CHAPTER also includes an introduction to corporate insolvency law. Apart from providing a brief general introduction to insolvency law processes, we will examine the challenges posed to traditional notions of corporate law that arise when the company is unable to pay all of its debts.
CHAPTER 4-CORPORATE EXISTENCE-CHARACTERISTICS AND CONSEQUENCES
The fourth part of the topic examines the separate personality (or persona/identity) ascribed to the corporation and its independence from that of the various stakeholders or other actors in the corporate enterprise. In addition to the concept of corporate personality, we explore when that personality is treated as a facade and an apparently corporate act is regarded as an act of one of the corporate stakeholders (this process is known as lifting or piercing the corporate veil). This part also requires us to re-examine the scope of the legal protection investors rely upon when they invest in a corporation through the doctrine of limited liability. A further aspect of corporate personality concerns how doctrines of legal liability are applied to this fictitious legal person. We pose basic (but fundamental) questions: how does a corporation, being an artificial entity, act? How does it sign documents and incur contractual and criminal liability?
CHAPTER 5-CORPORATE DECISION-MAKING
This CHAPTER builds on CHAPTER 4 and explores in detail how the power to make particular decisions is allocated between participants in the corporation (principally, the board of directors and the shareholders as a collective group) and the degree of independence each group enjoys with respect to the exercise of their particular powers. This topic raises difficult questions concerning the apparent agency relationship between shareholders (as owners of capital) and directors/executives (as managers of that capital). the important role played by the corporate constitution in dividing powers between the different corporate organs will also be discussed. the question of how companies are funded will also be addressed by examining public and private fundraising programs through the use of prospectus documents and through private placements.
CHAPTER 6-CORPORATE GOVERNANCE
The allocation and exercise of corporate decision-making powers is but part of the wider topic of corporate governance, namely, processes by which a company is directed and controlled. the final and most substantial CHAPTER of the topic deals with two other topics in corporate governance: the duties and liabilities imposed on directors and senior managers and the protection of minority shareholders and other corporate stakeholders. At the center of this topic is the idea of the corporation and the role and shape of corporate law and regulation. Is the corporation best understood as simply a series of contracts between those who have an economic interest in it? Is the role of the law simply to provide default contractual protections to serve the interests of the providers of capital? Or does it have an entity or institutional status that is independent of those interests, and which asserts a claim to attention in its own right? Put another way, is the corporation a predominantly private association, topic to regulation on the same basis as natural persons; or has it assumed a role or significance in its larger public formations that changes the way we should view its purposes, character and regulation? What is the measure, or content, of corporate purpose and responsibility? Is it to maximize shareholder wealth with the only limit that set by the general legal system? Do the answers to these questions change when we shift the focus from the nation state to the international dimension of corporate activity? These are some of the important questions that underlie this subject.
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