Subjects:

Other Jurisdictions , Australia

Contents:

Issues in Corporate Governance The Structure and Operations of the Board of Directors

Directors and Authority to Act for a Company

The Rights of Directors

The Function and Nature of Directors' Duties

The Duty to Act with Care and Diligence and the Duty Not to Fetter Discretions

The Duties to Act in Good Faith in the Best Interests of the Company and for a Proper Purpose

The Duty to Avoid Conflicts of Interest and Conflicts of Duty

Improper Profits and the Appropriation of Corporate Property and Opportunities

Insolvent Trading and the Protection of Creditors

The Duty to Act Lawfully, with Power and within Authority

Duties in Relation to Meetings of Members and Financial Statements

The Duties and Liabilities of Directors in the Context of Capital Raising

Common Directorships and Nominee Directors

Related Parties, Termination Benefits, Insider Trading, and Other Statutory Liabilities

Concurrent Liability of Directors

Ratification of Duties

Insurance and Indemnification

Statutory Validation

Remedies and Penalties

Members' Derivative Litigation to Enforce Directors' Duties

Written by respected authors of Australian corporate law, 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. In particular, the duties of company directors, remedies for breach of these duties, and the structure and operations of the board of directors are examined. Expert commentary on corporate governance, as it relates to company directors, is also provided.

This ground-breaking text is an invaluable addition to existing Australian corporate law knowledge, and is an essential resource for practising lawyers, company directors, company secretaries, inhouse counsel and academics, as well as those with an interest in company directors and corporate governance.