Corporations and Commercial Law
Corporate Law
Know incorporation and its consequences (separate legal personality and limited liability), the corporate constitution, and the replaceable rules. Study directors' duties (care and diligence, good faith, proper purpose, avoiding conflicts, and not misusing position or information), the business judgment rule, and insolvent trading. Understand shareholder remedies (statutory derivative action, oppression), meetings and resolutions, and the roles of ASIC and the court.
Commercial Law
Study the Personal Property Securities Act framework (attachment, perfection, priority), the Australian Consumer Law (misleading conduct, unconscionable conduct, unfair contract terms, and consumer guarantees), and the law of agency. Understand negotiable instruments and the Sale of Goods legislation at a conceptual level.
Traps and Rule of Thumb
Examiners often test whether a director's conduct breaches a duty even where the company benefited, or whether a transaction is voidable for conflict. Watch for the distinction between a director and an officer, and between actual and apparent authority. Rule of thumb: for every directors' duty issue, ask who owed the duty, to whom, and what remedy follows.
Worked example: A director votes on a contract in which she has a personal interest. Even if the terms are fair, the conflict must be disclosed and managed; the transaction may be voidable and the director accountable.