Stephen Bottomley - Böcker

Corporate laws are based on the idea that the interests of shareholders should be the primary concern of company directors. However, some argue that the proper role for shareholders is to sit back and let the corporation's managers do their job, or that the pursuit of shareholders' interests detracts from the concerns of employees or victims of corporate wrongdoing or other stakeholders. Stephen Bottomley argues that instead of consigning shareholders to this passive role, they should be given opportunities to be active members of corporations. Corporations are constitutional arrangements rather than mere contractual agreements. They are decision-making organizations in which questions of process and structure are important. Thus, instead of using economic criteria such as efficiency as the sole measure for deciding what constitutes 'good' corporate governance, this book examines whether ideas of accountability, deliberation and contestability provide a valuable framework for assessing corporate structures and process and for encouraging greater shareholder participation.

The rules, doctrines and policies governing corporations and financial markets are complex and ever-changing in response to global, social and commercial needs. Contemporary Australian Corporate Law is a well-established foundational text that explores these rules and laws in detail, including the history and context in which they are established, how they are developed and how they will continue to evolve in the future. The third edition has been updated to include recent developments in legislation, case law and corporate governance. Discussion of financial markets and financial services has been modified in response to changes to the Corporations Act 2001 including amendments to the continuous disclosure requirements in Chapter 6CA. It considers the recently passed Treasury Laws Amendment (Financial Market Infrastructure and Other Measures) Act 2024 which covers climate disclosure obligations. The clear structure and detailed exploration of key concepts encourages students to develop a contextual understanding of corporate law.

Corporate laws are based on the idea that the interests of shareholders should be the primary concern of company directors. However, some argue that the proper role for shareholders is to sit back and let the corporation's managers do their job, or that the pursuit of shareholders' interests detracts from the concerns of employees or victims of corporate wrongdoing or other stakeholders. Stephen Bottomley argues that instead of consigning shareholders to this passive role, they should be given opportunities to be active members of corporations. Corporations are constitutional arrangements rather than mere contractual agreements. They are decision-making organizations in which questions of process and structure are important. Thus, instead of using economic criteria such as efficiency as the sole measure for deciding what constitutes 'good' corporate governance, this book examines whether ideas of accountability, deliberation and contestability provide a valuable framework for assessing corporate structures and process and for encouraging greater shareholder participation.

Contemporary Australian Corporate Law provides an authoritative, contextual and critical analysis of Australian corporate and financial markets law, designed to engage today's LL.B. and JD students. Written by leading corporate law scholars, the text provides a number of features including: a well-structured presentation of topics for Australian corporate law courses, consistent application of theory with discussion of corporate law principles (both theoretical and historical), comprehensive discussion of case law with modern examples, and integration of corporate law and corporate governance, all with clarity, insight and technical excellence. Central concepts are enhanced with dynamic and relevant discussions of corporate law in context, including debates relating to the role of corporations in society, the global convergence of corporate law as well as corporations and human rights. Exploring the social, political and economic forces which shape modern corporations law, Contemporary Australian Corporate Law encourages a forward-thinking approach to understanding key concepts within the field.

Examining the role of shareholders in modern companies, this timely book argues that more should be expected of shareholders, both morally and legally. It explores the privileged position of shareholders within the corporate law system and the unique rights and duties awarded to them in contrast to other corporate actors. Introducing the concept of shareholders as responsible agents whose actions and inactions should be judged on that basis, Stephen Bottomley unites a number of distinct corporate governance discussions including stewardship, activism and shareholder liability.The Responsible Shareholder argues that when companies cause harm to the environment, inflict injury on workers, or commit financial fraud, it is not just the actions of the directors, managers, advisers or regulators that should be scrutinized. Instead of consigning shareholders to a passive or marginal role in the drive for greater corporate responsibility, this book recommends that it is time to hold this key constituency in the company decision-making structure accountable.Comparative and interdisciplinary, this book will be a key resource for students and scholars of corporate law and governance, business law and insolvency law. It will also be of value to company law policy makers, corporate interest groups and think tanks engaged in corporate law reform.