Topics to focus upon

N.B. In all questions, you will obtain a higher grade if you can cite the relevant legislation (including the name of the Act, the Act's jurisdiction (e.g., Cth, NSW etc.) and the relevant section(s) of the Act).

• Explain the details of directors' duties in Australian law.

• Where do we find the various directors' duties in Australian law?

• Think about some examples of situations where a director of a company might have a conflict of interest.

• What is meant by a company constitution?

• What are the differences between a company's constitution and the replaceable rules.

• Are all companies required to have a constitution? If not, what are the rules about this?

• How is a company's constitution amended/modified?

• What are the membership requirements of:

• proprietary limited companies, and

• public limited companies?

• What liability for the debts of the company do members of a proprietary company limited by shares have (if any)?

• What are the different roles of shareholders and directors?

• Who can call a meeting of the members of a company (a general meeting)?

• Some Australian public companies are listed on the Australian Securities Exchange (ASX). What are the benefits of doing this?

• What is a company takeover?

• What processes are available to the directors of a company if they determine that their company is insolvent?

• What are the meanings of 'solvency' and 'insolvency' in relation to a company?

• What are the meanings of 'secured interest'?

• What is the difference between 'secured creditors' and 'unsecured creditors'?