Corporations Law

Title: "Corporations Law: In Principle" by Jeswynn Yogaratnam and Lidia Xynas

Overview: "Corporations Law: In Principle" is a comprehensive textbook on corporate law in Australia, specifically designed to be easy to understand. The 10th edition, published in 2016, continues the tradition of providing a clear and accessible guide to the complex field of corporate law.

Key Themes:

1. Personal Property Securities Reforms: The book provides detailed commentary on the personal property securities reforms, which aim to establish a uniform regulatory framework for dealing with personal property securities. This includes significant amendments to financial services, products, and markets.
2. Legislative Developments: It covers the introduction of the Corporations and Financial Sector Legislation Amendment Act 2013 and the Corporations Amendment (Simple Corporate Bonds and Other Measures) Act 2014.
3. Corporate Governance: The book delves into various aspects of corporate governance, including the roles and responsibilities of directors, the rights and remedies of members, and the management of companies.
4. Financial Reporting and Audit: It discusses financial reports and audit requirements, as well as the general nature of share capital and transactions affecting it.

Plot Summary: The book is structured to cover a wide range of topics related to corporate law in Australia. The chapters are organized to provide a logical progression from foundational concepts to more advanced topics. Here is a brief summary of the chapters:

1. History, Administration, and Reform: This chapter sets the stage by discussing the historical development of corporate law in Australia and the current administrative framework.
2. Business Organisations: It explores the different types of business organizations, including companies, partnerships, and trusts.
3. Registration: The chapter focuses on the process of registering a company and the consequences of registration.
4. Internal Rules: It examines the internal rules of a company, including its constitution and by-laws.
5. Management of Companies: This chapter delves into the management structures of companies, including the roles of directors and officers.
6. Corporate Liability: It discusses the liability of companies in various contexts, such as contract, tort, and crime.
7. Promoters and Pre-registration Contracts: The chapter addresses the role of promoters and the legal implications of pre-registration contracts.
8. Membership: It covers the rights and obligations of members in a company.
9. Meetings: The chapter focuses on the procedures and requirements for holding meetings of shareholders and directors.
10. Directors’ Duties: This section is divided into three parts, each addressing different aspects of directors’ duties, including duty of care, skill, and diligence, good faith, and proper purpose, and conflict of interest and disclosure.
11. Members’ Rights and Remedies: It discusses the rights and remedies available to members in various situations.
12. Financial Reports and Audit: The chapter covers the requirements for financial reports and audit, including the preparation and examination of financial statements.
13. Share Capital – General Nature: It provides an overview of the general nature of share capital, including its characteristics and uses.
14. Classes of Shares: The chapter explores the different classes of shares and their implications.
15. Transactions Affecting Share Capital: It discusses various transactions that affect share capital, such as issuance, redemption, and transfer of shares.
16. Dividends: The chapter addresses the payment of dividends, including the legal requirements and tax implications.
17. Loan Capital: It covers the use of loan capital by companies, including the different types of loans and their implications.
18. Fundraising: The chapter focuses on the methods companies use to raise capital, including equity and debt financing.
19. Financial Services, Products, and Markets: This section discusses the regulatory framework for financial services, products, and markets in Australia.

Critical Reception: While specific reviews are not provided in the search results, the book is widely recognized as a leading textbook in the field of corporate law in Australia. Its comprehensive coverage and clear explanations make it a valuable resource for both students and practitioners. The inclusion of recent legislative developments and case law ensures that the book remains relevant and up-to-date in the rapidly evolving landscape of corporate law.

Overall, "Corporations Law: In Principle" by Jeswynn Yogaratnam and Lidia Xynas is a definitive guide to corporate law in Australia, offering a structured and accessible approach to understanding the complex legal framework governing companies.