1. Significance of the Constitution of a company. This topic would give you the opportunity to reflect upon the significance of the constitution in the conduct of the affairs of a company. What is it?

What is its purpose. It provides for the internal management of the company. Many questions arise such as - to what degree does it affect outsiders (ie those dealing with the company). What happens if a director or employee of the company acts in a way that is not in accordance with the constitution and which affects an outsider.

Resources you should consult include -

Sections 128,129, 130, and 134 - 141 of the Corporations Act 2001

Freeman & Lockyer v Buckhurst Park Properties (Mangal) Ltd [1964] 2 QB 480

Royal British Bank v Turquand (1856)6 El & Bl 327

Panorama Developments (Guildford) v Fidelis [1971] 2 QB 711.

Northside Developments Pty Ltd v Registrar General (1990) 170 CLR 146

The internal management rule - what is it? Has it been affected by ss128 and 129?

A topic upon which you might express a view is to consider the remedies available to the members of a company when an action taken by a director(s) of the company is not permitted by the constitution yet it binds the company and as a result loss is sustained by the members.

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