Corporate Law

Fourth Edition

Elizabeth Boros, John Duns

Corporate Law

Fourth Edition

Elizabeth Boros, John Duns






19 Sep 2022




$168.95 AUD

$193.99 NZD

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An accessible and comprehensive introduction to corporate law.

Corporate Law examines the legal principles and policies that govern companies and how this interacts with corporate functions. Written in a plain-speaking style, this text brings the accessibility of an introductory text together with the depth and analysis of a higher-level text providing students with a solid understanding of all the key topics. Through an exploration of the theoretical and policy basis for topic areas, Corporate Law follows the corporate lifecycle and explores each topic in a practical context.

New to this Edition

  • Updated Lecturer Resource Manual containing problem questions for each part of the textbook
  • All chapters extensively updated to include recent judgments and legislative amendments
  • Coverage of reforms to the corporate insolvency regime, including ‘safe harbour’ provisions for directors, new ‘phoenixing’ provisions, and the introduction of ‘restructuring’ as an alternative to winding up
  • Discussion of the reforms introduced as a result of the COVID-19 pandemic


Part 1: The Corporate Entity and its Regulation

  1. Introduction
  2. Formation and Types of Companies
  3. The Corporate Personality

Part 2: Internal Structure and Operations

  1. The Corporate Constitution
  2. Company Organs and the Division of Power
  3. The Board of Directors
  4. The General Meeting of Members

Part 3: The Company and the Outside World

  1. Criminal and Civil Liability
  2. Corporate Contracting

Part 4: Duties and Liabilities of Directors and Officers

  1. Duty of Care, Skill and Diligence
  2. Bona Fides and Proper Purposes
  3. Conflicts of Interest
  4. Consequences of Breach and Relief from Liability

Part 5: Members’ Remedies

  1. Derivative Actions
  2. Personal Actions
  3. Winding Up and Oppression
  4. Members’ Access to Information

Part 6: Corporate Finance

  1. Raising Capital
  2. Maintenance of Capital
  3. Accounts and Audit

Part 7: External Administration

  1. Insolvency and Winding Up
  2. Secured Creditors and Alternatives to Winding Up


Elizabeth Boros- Barrister based in Melbourne, Honorary (Senior Fellow) at The University of Melbourne and Adjunct Professor at The University of Sydney.

John Duns- Former Associate Professor, Faculty of Law, Monash University

Lecturer Resources

Instructor’s Manual containing suggested problem questions for each part in the textbook, together with detailed notes for discussion around each question.