The issue of how to regulate conflicts of interest in the company law context has always been challenging. Applying traditional fiduciary standards to modern commercial relationships can be conceptually difficult. This can be seen by the fact that divergent approaches to the application of the...

When are shareholders empowered to remove directors from office? This is an important governance issue and is related to the balance of power between shareholders and directors. In the case of a public company, s 203D(1) of the Australian Corporations Act 2001 (Cth) provides that shareholders...

A statutory derivative action has been proposed for the United Kingdom and is contained in Part 11 of the Company Law Reform Bill. Australia has had a statutory derivative action for approximately 6 years. This paper outlines the results of the first empirical study of the Australian statutory...

In this paper the author examines the law in Australia regulating loans made by companies to their directors. The author: (a) documents several instances where companies have collapsed with large loans outstanding to their directors; (b) provides the history of the Australian provision...

This paper reports the results of a study of disclosure of loans made by listed Australian companies to their directors. Thirty six percent of the surveyed companies disclosed outstanding loans to directors. The author explores the implications of the results of the study, noting that the...

Executive remuneration is a topical subject. It is important because of the introduction into the corporations legislation of the concept of corporate officers being paid reasonable remuneration. The authors examine a series of court judgments both in Australia and in overseas jurisdictions...

Edited by Ian Ramsay, this book is a collection of essays that examines the liability of directors for insolvent trading. In addition to legal analysis of insolvent trading provisons in several countries, theoretical perspectives on insolvent trading are also provided. The chapters of the book...

Edited by Ian Ramsay, this book is a collection of essays that explores a number of key corporate governance debates and, in particular, examines the role of directors' duties in corporate governance. The chapters of the book are: Part I - Introduction 1. The Corporate Governance Debate and the...

An important debate concerns the meaning of the duty imposed on company directors to act in the best interests of the company. Are shareholders' interests paramount when directors act in accordance with this duty? To what extent can the interests of stakeholders other than shareholders be...