Monograph Series

The Centre has previously published monographs in corporate law and securities regulation. The Monograph series has now been replaced by our Research Reports and Research Papers.

Nicole Calleja, The New Takeovers Panel - A Better Way? (2002)

As a result of the enactment of the Corporate Law Economic Reform Program Act, which commenced on 13 March 2000, the Takeovers Panel, which was previously known as the Corporations and Securities Panel, became the recipient of increased powers. It therefore has a new and important role to play regarding the adjudication of disputes involving takeovers.

The author is Nicole Calleja, who is with Allens Arthur Robinson. She was previously seconded to work as a member of the Executive of the Takeovers Panel.

The chapters in the book are:

  1. Introduction
  2. Overview of the Powers of the New Panel
  3. The History of the Board
  4. The Functions and Responsibilities of the New Panel
  5. International Perspective
  6. The Performance of the New Panel
  7. Assessment of the Panel's Performance to Date and Current Challenges
  8. Conclusion
Larelle Chapple and Phillip Lipton, Corporate Authority and Dealings With Officers and Agents (2002)

One of the most important practical issues for companies and their advisers is the legal authority of agents and officers to act for a company. Many court judgments and significant statutory amendments have recently added to the law in this area. Larelle Chapple and Phillip Lipton review both the statutory and judicial principles relating to corporate authority. In addition to legal analysis, the book provides practical advice to lenders in order to ensure that contracts by companies have been properly authorised.

The chapters in the book are:

  1. Introduction
  2. Actual and Apparent Authority of a Company's Agent
  3. The Indoor Management Rule at Common Law
  4. Exceptions to the Rule in Turquand's Case
  5. The Statutory Reformulation of the Indoor Management Rule
  6. The Statutory Assumptions: Section 129
  7. The Indoor Management Rule and Forgeries
  8. The Limitations to the Statutory Assumptions
  9. Implications for Lenders
  10. Overview
Ian Ramsay (editor), Company Directors' Liability for Insolvent Trading (2000)

Company directors in many countries are under a duty to prevent their companies trading if they are insolvent. If the duty is breached, the director may be personally liable for the debts incurred by the company while it is insolvent. This duty is one of the most important and controversial of the duties imposed upon company directors.

This new book is a detailed analysis of the duty imposed upon company directors to prevent insolvent trading. The law in a number of countries is examined.

The chapters in the book are:

  1. An overview of the insolvent trading debate
  2. Corporate directors' personal liability for "insolvent trading" in Australia, "reckless trading" in New Zealand and "wrongful trading" in England: A recipe for timid directors, hamstrung controlling shareholders and skittish lenders
  3. The economic and strategic structure of insolvent trading
  4. Insolvent trading in Australia: The legal principles
  5. The recovery of employee entitlements in insolvency
  6. Why are there so few insolvent trading cases?
  7. Directors' liability for trading while insolvent: A critical review of the New Zealand regime
  8. Civil liability of directors for company debts under English law

Contributors include Professor Dan Prentice of Oxford University and Professor Dale Oesterle of the University of Colorado School of Law.

Vivien Goldwasser, Stock Market Manipulation and Short Selling (1999)

The recent Federal Court judgment in Australian Securities Commission v Nomura International plc has highlighted the importance of the regulation of stock market manipulation. In this judgment, Justice Sackville held that Nomura had engaged in trading which constituted stock market manipulation. Securities Commission Chairman Mr Alan Cameron has described the judgment as a "landmark decision…that helps establish the boundaries of acceptable trading strategies".

The regulation of stock market manipulation and short selling is fundamental to the integrity of the securities markets. In this new book, published by CCH and the Centre for Corporate Law and Securities Regulation, Dr Goldwasser identifies the various techniques of stock market manipulation and short selling; outlines the history and rationale of regulation in this area; provides detailed analysis of the statutory regulation of short selling and stock market manipulation; and outlines the regulation of stock market manipulation not only in Australia but also in the United States, the United Kingdom, Canada and New Zealand.

This book is of relevance to those in the securities industry (brokers, analysts, bankers) and their advisers (legal, financial and accounting) as well as to regulators and academics.

Pamela Hanrahan, Managed Investments Law (1998)

Managed investment schemes such as public unit trusts, agricultural schemes, serviced strata developments and other investment schemes represent a very substantial part of the Australian economy, with assets under management now totalling over $100 billion.

The law governing managed investment schemes was totally rewritten on 1 July 1998, with the commencement of the Managed Investments Act 1998. CCH and the Centre for Corporate Law and Securities Regulation at The University of Melbourne have now published the definitive Managed Investments Law, a comprehensive analysis of the new provisions by leading academic and practitioner Pamela Hanrahan.

Managed Investments Law provides expert commentary on the key legislative provisions and ASIC policy statements, covering:

  • Scope of regulation
  • Establishing a registered scheme
  • Administering and altering schemes
  • Role and duties of the responsible entity
  • Compliance monitoring
  • Duties and liabilities of officers and compliance committee members
  • Members' rights
  • Role and powers of ASIC
  • Deregistration and termination
Donna Croker, Prospectus Liability Under the Corporations Law (1998)

In 1997 over $25 billion in capital was raised by companies listed on the Australian Stock Exchange. Recent court judgments such as the Full Federal Court judgment in Fraser v NRMA Holdings Ltd and the increased emphasis given to the need for due diligence under the Corporations Law, have focused attention upon the liability that can apply to those engaged in capital raising for companies.

Those potentially liable include the company, its directors, auditors, bankers, solicitors, underwriters, stockbrokers and those who authorised or caused the issue of the prospectus. This book analyses the liability provisions of the Corporations Law as they apply to those involved in capital raising. It also analyses the defences to liability.

The Federal Government has proposed amendments to the prospectus provisions of the Corporations Law as part of its Corporate Law Economic Reform Program. The book reviews these proposed changes and considers how they will affect those involved in capital raising.

Ian Ramsay (editor), Corporate Governance and the Duties of Company Directors (1997)

With the publication in late 1997 of the Federal Government's Corporate Law Economic Reform Program paper titled Directors' Duties and Corporate Governance and the many recent court cases and legislative changes dealing with directors, the role of directors' duties has never been more important. This book provides detailed legal analysis of directors' duties and also addresses important issues in the corporate governance debate.

The duties examined include the duty of care, skill and diligence; the duty to act in good faith and for proper purposes; the duty to act honestly; and the duty to refrain from making improper use of information and position. Other specific legal issues reviewed include the liabilities of nominee directors and "shadow" director and other third party liability for corporate activity.

A feature of the book is that the authors include leading judges who have been involved in major cases relating to directors' duties, well known practitioners, regulators and academics.

Part 1 - Introduction

Chapter 1
The Corporate Governance Debate and the Role of Directors' Duties , Professor Ian Ramsay, Harold Ford Professor of Commercial Law, The University of Melbourne.

Part 2 - Corporate Governance

Chapter 2
The Defining Tension in Corporate Governance in America , Chief Justice E Norman Veasey, Chief Justice of the Supreme Court of Delaware.

Chapter 3
The Role of Corporate Governance Practices in the Development of Legal Principles Relating to Directors , Justice Alex Chernov, Judge of the Supreme Court of Victoria.

Chapter 4
Corporate Governance, Corporate Law and Global Forces, Justice Michael Kirby, Judge of the High Court of Australia.

Part 3 - Directors' Duties

Chapter 5
Directors' Duties: The Governing Principles, Chief Justice David Malcolm, Chief Justice of the Supreme Court of Western Australia.

Chapter 6
The Duty of Care of Company Directors in Australia and New Zealand, Professor John Farrar, Faculty of Law, Bond University; Professorial Associate, Faculty of Law, The University of Melbourne.

Chapter 7
The Duty of Care of Directors: Does it Depend Upon the Swing of the Pendulum? Professor Robert Baxt, Partner, Arthur Robinson & Hedderwicks; Professorial Associate, Faculty of Law, The University of Melbourne.

Chapter 8
Directors' Statutory Duties of Honesty and Propriety , Michael J Whincop, Senior Lecturer, Faculty of Law, Griffith University.

Chapter 9
The Role of Nominee Directors and the Liability of their Appointors, Justice E W Thomas, Judge of the Court of Appeal of New Zealand.

Chapter 10
Shadow Director and Other Third Party Liability for Corporate Activity, Robyn Carroll, Senior Lecturer, Faculty of Law, The University of Western Australia.

Chapter 11
Safe Harbours or Sleepy Hollows: Does Australia Need a Statutory Business Judgment Rule?, Professor Paul Redmond, Dean and Professor of Law, Faculty of Law, The University of New South Wales.

Chapter 12
The Perspective of the Australian Securities Commission on the Enforcement of Directors' Duties and the Role of the Courts, Alan Cameron AM, Chairman of the Australian Securities Commission.

Cally Jordan, International Survey of Corporate Law in Asia, Europe, North America and the Commonwealth (1997)

This International Survey of corporate law regimes was prepared for the Review of the Hong Kong Companies Ordinance. The United Kingdom, several Commonwealth jurisdictions (Canada, Australia, South Africa and New Zealand), the United States, Hong Kong, Singapore and the People's Republic of China have been chosen for consideration. In addition, shorter sections on the European Union, France, Germany and Bermuda have been included.

The Survey provides a legislative history indicating the sources of the corporations laws in each jurisdiction, the direction which they have taken over time and their main characteristics. Distinctive features (such as the close corporation in South Africa) are highlighted as well as similarities and points of convergence among the various regimes. The Survey reviews in each jurisdiction corporate formalities, shareholders' remedies, directors' duties and the treatment of foreign corporations.

The Survey deals with how companies and corporations are governed; how the major issues associated with corporate activity are dealt with; what the major differences are in approach from one jurisdiction to another; and how different historical developments have affected current structures.

The Survey also gives an indication of dominant trends worldwide with respect to corporate law. With the rapid internationalisation of financial and commercial activity in recent years, there has developed an increasing interdependence of domestic legal regimes.

Megan Richardson (editor), Deregulation of Public Utilities: Current Issues and Perspectives (1996)

One of the most important issues today concerns the deregulation of public utilities such as gas, electricity, water and telecommunications. This book deals with both the legal and economic aspects of the deregulation of public utilities. Chapters include the competition law framework for deregulation of public utilities; asset valuation and access to essential facilities under the Trade Practices Act; an economic analysis of the prices that public utilities should charge; a comparison of regulatory approaches and economic outcomes to deregulation of public utilities in Australia and New Zealand; and the experience with the deregulation of the Ontario Natural Gas and Electricity Industries.

Contributors include leading lawyers and economists such as Professor Michael Trebilcock of the University of Toronto, Professor Henry Ergas of the University of Auckland, Professor Philip Williams of the Melbourne Business School, David Goddard, World Bank Consultant on deregulation, and John Derham, Deputy Secretary and Director of the Privatisations and Industries Reform Division in the Victorian Treasury.

Ian Ramsay (editor), Gambotto v WCP Limited: Its Implications for Corporate Regulation (1996)

The judgment of the High Court of Australia in Gambotto v WCP Ltd is one of the most important decisions relating to:

  • the rights of minority shareholders
  • squeeze-outs of minority shareholders
  • capital reconstructions
  • disclosure obligations to shareholders
  • amendment of company articles, and
  • takeovers

Nine leading corporate law authorities evaluate the significant implications of the judgment.

  • Professor Ian Ramsay - Key Aspects of Gambotto
  • Damien Grave - Compulsory Share Acquisitions: Practical and Policy Considerations
  • Professor Paul Redmond - Disclosure Obligations in Corporate Squeezeouts
  • Quentin Digby - The Implications of Gambotto for Non-Takeover Aspects of Compulsory Acquisitions
  • Ian Renard - The Implications of Gambotto for Takeovers
  • Dr Elizabeth Boros - The Implications of Gambotto's Case for Minority Shareholders Professor Deborah DeMott - A United States' Perspective on Gambotto
  • Michael Whincop - An Economic Analysis of Gambotto
  • Saul Fridman - When Should Compulsory Acquisition of Shares be Permitted and, if so, What Ought the Rules be?
Phillip Lipton, The Authority of Officers and Agents to act for a Company: Legal Principles (1996)

One of the most important practical issues for companies and their advisers is the legal authority of agents and officers to act for a company. Many court judgments have recently added to the law in this area. Mr Lipton reviews both the statutory and judicial principles relating to corporate authority. The final chapter of the book provides practical advice to lenders in order to ensure that contacts by companies have been properly authorised.

This monograph is out of print.