Chapter 1. Methods of regulating corporate groups -- The nature of corporate groups -- Why corporate groups exist -- The legal concept of a corporate group -- Legal definition of the corporate group -- Regulation of corporate groups -- Future possible regulatory direction -- ch. 2. Directors of group companies -- Application to wholly- and partly -owned group companies -- Separate entity or single enterprise fiduciary loyalty -- Sale of a group company subject to an ASIC deed of Cross-Guarantee -- Nominee directors of group companies -- Application only to partly-owned group companies -- Role of nominee directors -- Disclosure of nominee directors -- Fiduciary duties of nominee directors -- Nominee directors passing on information -- Liability of nominators -- Dissenting directors -- ch. 3. Minority shareholders of group companies -- Application only to partly-owned group companies -- Current law -- Buy-outs following a shareholder authorisation -- General buy-out rights -- Further disclosure -- Intra-group fair dealing -- ch. 4. Tort liability of group companies -- Application to wholly- and partly -owned group companies -- The position of tort claimants -- Current law -- Law reform options -- ch. 5. Corporate group reconstructions -- Mergers -- Application to wholly- and partly -owned group companies -- External and internal mergers -- Short-form amalgamations by approval of directors -- Amalgamations by approval of shareholders and directors -- Amalgamations by court approval -- tax implications of mergers -- Asset transfers -- Application to wholly- and partly -owned group companies -- Asset and liability transfer schemes -- Transfer of assets through a voluntary liquidation -- Voluntary administration -- Application to wholly- and partly -owned group companies -- Current law -- Law reform options -- ch. 6. Liquidation of group companies -- Application to wholly- and partly -owned group companies -- Separate entity approach -- Current law -- Limitations of the current law -- Law reform options -- Contribution orders -- Pooling orders -- Subordination of intra-group claims.ompet. a work -- 4.3
Analysis
Justice administration
Notes
"May 2000"
22-2000
Bibliography
Includes bibliographical references
Notes
Also available on the Internet at: http://www.asic.gov.au/publications/index.cfm-id=46037D60-4251-11D4-A4EC009027DE39A4&Method=Full&story=yes.htm
