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CORPORATIONS LAW: IN PRINCIPLE

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CORPORATIONS LAW:

IN PRINCIPLE

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TENTH EDITION

Jeswynn Yogaratnam

LLB (Hons) (University of London),

LLM (Tax) (University of Queensland)

Lecturer in Law, Charles Darwin University

Lidia Xynas

BEc (Monash), LLB (Hon)(Deakin), LLM (Monash),

GDLP (Monash), GCHE (Deakin), FGIA, TIA

Associate Professor, Victoria University Director Teaching & Learning, College of Law & Justice, Victoria University Australian Lawyer of the Supreme Court of Victoria

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First edition (L Griffiths & R Rouse) 1992

Second edition (L Griffiths) 1994

Third edition (L Griffiths & S Woodward) 1996

Fourth edition (S Woodward & H Bird) 1999

Fifth edition (S Woodward, H Bird & S Sievers) 2001

Sixth edition 2003

Seventh edition 2005

Eighth edition (T Ciro & C Symes) 2009

Ninth edition (T Ciro & C Symes) 2013

National Library of Australia Cataloguing-in-Publication entry Creator: Yogaratnam, Jeswynn, author. Corporations law : in principle / Jeswynn Yogaratnam, Lidia Xynas 10th ed. ISBN 9780455237961 (pbk) Includes index. Previous edition: 2013 Corporation law—Australia. Corporation law—Australia—Problems, exercises, etc. Other Creators/Contributors: Xynas, Lidia, author. 346.94066

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Preface How up to date?

The tenth edition of Corporations Law: In Principle has been based on corporations legislation in force as at June 2016. This has meant revision of several Topics to re�ect changes to the Corporations Act 2001 (Cth), the publication of recent government and industry reports and discussion papers, and new case law. Another key feature in this edition is an attempt to include material from the Corporations (Aboriginal and Torres Strait Islander) Act 2006 (Cth) (CATSI Act) and the Office of the Registrar Indigenous Corporations, in particular corresponding provisions with the Corporations Act 2001 (Cth).

Recent amendments to corporations legislation:

• Corporations Legislation Amendment (Audit Enhancement) Act 2012 (Cth)

• Corporations Amendment (Proxy Voting) Act 2012 (Cth)

• Corporations Legislation Amendment (Financial Reporting Panel) Act 2012 (Cth)

• Commonwealth Government Securities Legislation Amendment (Retail Trading) Act 2012 (Cth)

• Corporations Legislation Amendment (Derivative Transactions) Act 2012 (Cth)

• Personal Liability for Corporate Fault Reform Act 2012 (Cth)

• Corporations and Financial Sector Legislation Amendment Act 2013 (Cth)

• Corporations Amendment (Simple Corporate Bonds and Other Measures) Act 2014 (Cth)

• Corporations Legislation Amendment (Deregulatory and Other Measures) Act 2015 (Cth)

• Corporations Amendment (Financial Advice Measures) Act 2016 (Cth)

• Insolvency Law Reform Act 2016 (Cth)

Recent government department and industry reports, discussion papers, guidance notes, inquiries and reviews:

• ASIC “Consultation Paper 256: Remaking and repealing ASIC class orders on trustee company common funds” (March 2016)

• ASIC “Consultation Paper 255: Remaking ASIC class orders on financial services disclosure requirements” (March 2016)

• ASIC “Consultation Paper 254: Regulating digital financial product advice” (March 2016)

• ASIC “Consultation Paper 253: Remaking and repealing ASIC class orders on dollar disclosure” (February 2016)

• ASIC “Consultation Paper 252: Remaking ASIC class order on share and interest sale facilities” (February 2016)

• ASIC “Consultation Paper 154: Infrastructure Entities: Improving Disclosure to Retail Investors” (April 2011)

• ASIC “Consultation Paper 150: Disclosing Financial Information Other Than in Accordance with Accounting Standards” (March 2011)

• CAMAC “Managed Investment Schemes Discussion Paper” (June 2011)

• CAMAC “Derivatives Report” (December 2011)

• Council of Financial Regulators “OTC Derivatives Market Reform Considerations: A Report by the Council of Financial Regulators” (March 2012)

• Council of Financial Regulators “Review of Financial Market Infrastructure Regulation” (October 2011)

Significant cases in this edition, particularly in relation to directors’ duty of care, include: Agricultural Land Management Ltd v Jackson (No 2) (2014); and ASIC v Marinier Corp Ltd (2015).

Acknowledgments