Company Law Tips 1. Corporate Personality Body corporate S16(5) Corporate veil Solomon v.

v. Solomon Lee and Lee Air Farming 2. Steps to Answer question Identify issues Discuss separate legal entity Discuss exception - court and statute Identify under which specific area of law that the question need to be discussed Discuss facts of question Conclusion 3. Director's duties I. Duty of care, skill and diligence - S132(1A) Common law duty Law of contract Re City- Equitable Fire Insurance Daniels v. AWA Ltd Minimum standards under common law II. Duty to act in good faith - only BJR can be used Defence is business judgement rule (must meet 4 requirement) As long as they did not act negligently, they are protected by BJR S132 (1B), S132 (1C) ASIC v . Adler Consequences of Breach - Gamble v. Hoffman Case III. Fiduciary Duties S131(1), S131(2), S131(4), S131A(1) 4. Members rights and remedies Common law - proper plaintiff rule Statutory law - statutory derivative action Foss v. Harbotle Derivative action Fraud on minority - Cooks v. Deeks Positive and negative S181A - S181E 5. Auditors 6. Company Secretary

7. Winding Up S176 (check back in phone) - scheme of arrangement Share capital - maintenance of share capital (meaning , case, exception not needed) Floating charge and fixed charge OSC and PSC

8. Meeting - can leave it (basic principle will do)