Mastery of Corporate Law

Define a contract as an agreement the law will enforce, demanding performance of promises to foster confidence and stability in the marketplace.

The lecture covers simple contracts and deeds under seal, explains oral or written forms, and states that intention to create legal relations, offer and acceptance, and consideration determine enforceability.

Explore the rules of offer and acceptance, distinguishing offers from invitations to deal, and explain how acceptance must be communicated, revocation, consideration, and intention to be bound shape contract formation.

Identify how express terms appear in written contracts and distinguish them from representations. Explain how terms may be implied by conduct, usage, court, or statute, including Australian consumer law protections.

Explain how contract terms range from conditions to warranties and how condition breaches permit termination or damages, with consumer protections under the Competition and Consumer Act 2010.

Analyze misrepresentation in contract formation, covering fraudulent, innocent, and negligent types, plus duress, undue influence, and unconscionable conduct as grounds to challenge contracts.

Mastery of corporate law lecture explains performance discharging contracts, how frustration can discharge, anticipatory breach, damages and remoteness, and the role of liquidated damages to restore the innocent party.

Insolvency means inability to pay debts; insolvency litigation accounts for half of company disputes; Australian Corporations Act 2001 covers insolvent trading post-1993 in Part 5.7B, while bankruptcy applies to individuals.

Discover how the Australian Consumer Law harmonizes protections nationwide, setting safety standards and product liability, guaranteeing consumer rights and preventing unfair trading practices under Schedule Two provisions.

Compare sole trader, partnership, trust, and company structures to assess legal nature, control, taxation, property protection, and establishment costs for small businesses.

Explore the simplest sole trader structure, where one owner controls decisions, receives profits, and bears unlimited liability, with prerequisites including registering a business name, licenses, and annual tax returns.

Define partnerships under Section 1 of the partnership act and explain that agreements denying partnership do not negate existence. Cover limited and incorporated partnerships and general partner liability.

Statutes create corporations under the Corporations Act 2001, making them separate legal entities on registration, with promoters liable for fiduciary duties and with a memorandum and articles of association.

Classify and register public and proprietary companies under the Corporations Act, including limited by shares, limited by guarantee, unlimited with share capital, and no liability, via ASIC certificate of registration.

Explore how a company becomes a separate legal entity, shielding members and directors through the corporate veil, while noting when courts may pierce the veil and hold controllers liable.

A trust arises in equity, with a settlor and a trustee holding trust property for a beneficiary under a trust deed, including discretionary, unit, and hybrid trusts.

Explore how corporate governance guides how companies are managed and controlled, balancing stakeholders' interests and enabling aims through action plans, internal controls, performance measurement, and disclosure.

Explore competing theories of business ethics, from Friedman's profit-maximization view to stakeholder and community obligations, and contrast compliance-based with values-based or integrity-based ethics programs.

Learn how Australian shareholders become members under Section 230 of the Corporations Act 2001, via registration or allotment, and how transfers and transmissions affect membership.

Maintain a register of members to provide evidence of membership, with entry and removal determining membership; sections 232–235 offer court orders against oppressive conduct.

Directors manage the company and exercise its powers, subject to the law and the constitution. Appointment requires consent, age 18, and residency in Australia.

Explains disqualification of directors, including automatic disqualification, ASIC powers, and constitutional versus statutory rules; outlines removal procedures for public and proprietary companies, including vacancies and replacement terms.

The topic covers the duty of care and diligence for directors, the business judgment rule as a safe harbor, and balancing skill, knowledge, and the pursuit of company profit.

Explore duties of good faith and proper purpose for directors and employees, outlining civil penalties, offenses, and reliance on information to prevent improper use and insider trading.

Examine Neil's self-interested commission and the ten-year exclusive hat supply contract, assess potential breaches of director's duties despite board ratification, and consider options to exit.