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Company Law, Third Edition

Chapple, Baumfield, Copp, Cunningham, Kalmanath, Floyd, Wong
Interactive E-Text: 9781394184606, Print Textbook: 9781394184583

Designed for accounting students, Chapple Company Law, Third Edition offers a concise, accessible introduction to core company law topics. This student-friendly text emphasises practical understanding through real-life applications. Unlike traditional legal texts, Chapple Company Law adopts an engaging, student-friendly approach, emphasising real-life applications and practical understanding.

Available in our low-cost subscription platform Wiley Business Now with addition of practitioner interview videos, animated problems, and interactive questions with instant feedback, providing students and lecturers with dynamic, hands-on learning tools.

Table of Contents

Introduction
1.1 Choosing a business structure
1.2 Sole traders
1.3 Partnerships
1.4 Joint ventures
1.5 Trusts
1.6 Companies
1.7 Cooperatives
1.8 Incorporated associations
1.9 Hybrid business structures
1.10 Business names
Summary
Key terms
Concept check
Applied problems
Acknowledgements

Introduction
2.1 Company regulation in Australia
2.2 Classes of companies
2.3 Starting a company
2.4 Separate legal entity
2.5 Corporate groups
2.6 The corporate veil
2.7 Limited liability
Summary
Key terms
Concept check
Applied problems
Acknowledgements

Introduction
3.1 rules and procedure
3.2 Replaceable rules
3.3 The company constitution
3.4 Objects clause
3.5 Who is bound by the replaceable rules and company constitution
3.6 Changing the rules of a company
Summary
Key terms
Concept check
Applied problems
Acknowledgements

Introduction
4.1 Promoters
4.2 Duties and liabilities of promoters
4.3 Remedies for breach
4.4 Pre-registration contracts
Summary
Key terms
Concept check
Applied problems
Acknowledgements

Introduction
5.1 How companies exercise their legal capacity and powers
5.2 Determining whether a contract is binding by and against the company
5.3 Determining whether an agent has substantive authority
5.4 Document execution
5.5 The indoor management rule
5.6 Statutory assumptions by outsider in dealing with the company
5.7 Liability in tort and in crime
Summary
Key terms
Concept check
Applied problems
Acknowledgements

Introduction
6.1 Members’ rights
6.2 Members’ meetings
6.3 Dividends
Summary
Key terms
Concept check
Applied problems
Acknowledgements
Introduction
7.1 Corporate governance
7.2 Officers
7.3 Roles and powers of directors and members
7.4 Appointment, remuneration, resignation, removal
Summary
Key terms
Concept check
Applied problems
Acknowledgements
Introduction
8.1 Officers’ duties
8.2 The duty of care and diligence
8.3 The standard of care
8.4 Diligence
8.5 Defences against a breach of duty of care and diligence
8.6 The duty to prevent insolvent trading and creditor-defeating dispositions
Summary
Key terms
Concept check
Applied problems
Acknowledgements
Introduction
9.1 Good faith
9.2 Best interests of the company
9.3 Proper purpose
9.4 Conflict of interest under general law
9.5 Statutory provisions relating to conflict
9.6 Remedies and penalties for breach of duty
Summary
Key terms
Concept check
Applied problems
Acknowledgements
Introduction
10.1 Choosing between equity and debt
10.2 Issuing shares
10.3 Different types of shares
10.4 Debt financing
10.5 Debentures
Summary
Key terms
Concept check
Applied problems
Acknowledgements
Introduction
11.1 Why disclosure is required
11.2 Hard, hybrid and soft law
11.3 Annual reporting
11.4 Fundraising
11.5 Misleading and deceptive disclosure
11.6 Continuous disclosure
11.7 Insider trading
Summary
Key terms
Concept check
Applied problems
Acknowledgements
Introduction
12.1 Members rights and remedies
12.2 Statutory remedies
12.3 Statutory derivative
12.4 Personal action
Summary
Key terms
Concept check
Applied problems
Acknowledgements
Introduction
13.1 Insolvency
13.2 Receivership
13.3 Voluntary administration and small business debt restructuring
Summary
Key terms
Concept check
Applied problems
Acknowledgements
Introduction
14.1 Liquidation or winding up
14.2 Appointment of a liquidator
14.3 Property available to a liquidator
14.4 Final distributions and deregistration
Summary
Key terms
Concept check
Applied problems
Acknowledgements
Introduction
15.1 Data protection and privacy laws for corporations
15.2 Regulating emerging internet business models
15.3 ASIC regulation and future challenges
15.4 Climate change risk
Summary
Key terms
Concept check
Applied problems
Acknowledgements

Authors

Ellie Chapple (Queensland University of Technology)
Richard Baumfield (Bond University)
Richard Copp (Griffith University)
Robert Cunningham (Curtin University)
Akshaya Kamalnath (Australian National University)
Louise Floyd (James Cook University)
Alex Wong (RMIT University)

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Company Law, crafted specifically for accounting students, makes complex legal concepts accessible with its clear, concise language and engaging, full-colour design.

This award-winning text combines an approachable narrative, featuring a range of interactive instructional media designed to provide an engaging learning experience for students and a rich, blended learning solution for lecturers. Each chapter is carefully structured to simplify challenging topics and connect legal theory to real-world applications.

Enhanced to reflect the latest legal developments, the text places a strong emphasis on practical understanding, fostering both foundational knowledge and critical thinking skills. By bridging theory with practice, Company Law prepares students to excel in their studies and future professional careers.

What’s in Chapple Company Law, 3rd Edition?

  • Local Corporation Governance: Covers corporate governance for Aboriginal and Torres Strait Islander corporations, an increasingly important feature of the corporate law landscape.
  • Business-Focused Approach: Specifically designed for business and commerce students studying an accounting major, presenting company law in an applied context rather than a traditional doctrinal approach.
  • Concise and Practical Content: Covers the core concepts of a typical company law unit with a focus on real-world application.
  • Blended Learning Solution: The only text offering a rich mix of learning tools, including case videos, practitioner interviews, animated diagrams, and interactive practice.
  • Legislation and Case Law: Covers the latest updates, including new anti-phoenixing provisions, small business restructuring laws, enhanced crowd-sourced equity funding discussions, updates to the Corporations Act 2001 addressing COVID-19 changes (virtual meetings, electronic signatures)
  • Capstone Chapter: New and Emerging Issues in Corporate Law explores regulatory and governance challenges such as privacy, data protection, financial product regulation, ASIC challenges, and climate change-related risks.
  • Interactive Learning Tools (eText): Includes animated case studies, video interviews, narrated diagrams, and interactive revision sets to simplify concepts, provide real-world insights, and reinforce understanding.
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Available as a interactive e-text or printed textbook, with both subscription or buy-to-own access models. This title empowers students to master concepts and excel in assessments. Lecturers are supported with an extensive, easy-to-use teaching and learning package.

Examines corporate governance for Aboriginal and Torres Strait Islander corporations, highlighting its growing importance in corporate law. It explores unique legal, cultural, and operational considerations, equipping students with insights into the challenges and opportunities these corporations face while fostering awareness of equitable and sustainable practices.

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