1. Dr Peter Robinson CQUniversity, Brisbane Campus
LAWS20059 / LAWS20029 Corporations and Business Structures Corporate Law
Dr Peter Robinson
CQUniversity, Brisbane Campus

2. Module 4 Corporate Constitution

3. Today’s Overview 1 2 3 A company’s constitution Members’ powers
Meetings of members 3

4. Today’s Overview (continued)
Fraud on the minority 4
Oppression of members 5

5. A company’s constitution
Memorandum and articles
Replaceable rules
Constitution as a contract
Actually, 3 contracts:-
Between the company and each member
Between the company and each officer
Between the members and each other

6. Division of powers Board of directors - management
Secretary – corporate matters
Members – limited constitutional powers

7. Member’s powers Changing constitution (special resolution)
Changing company name (spec. resolution)
Changing company type
Appointing/removing directors, auditors
Changing share class rights
Approving related party transactions

8. Related party transactions
Member approval required for transaction IF:
public company (or entity it controls)
gives financial benefit to related entity
E.g. subsidiaries, officers, their close relatives
EXCEPTIONS include (ss.210, 211):-
arm’s length transactions;
reasonable benefits to officer or employee

9. Shareholders’ meetings
Annual general meetings (AGMs)
Compulsory only for public companies
Usually called automatically
Extraordinary general meetings (EGMs)
Called to consider particular resolutions

10. Calling an Extraordinary GM
By a director – ss.249C, 249CA
By board at request of members – s.249D
By members after failed request – s.249E
By members without request – s.249F
By order of the court – s.249G

11. How to call a meeting Notice of meeting
Listed companies – at least 28 days’ notice
Proprietary and unlisted – at least 21 days
Procedural irregularities and s.1322

12. How to run a meeting Quorum Chairperson Voting by show of hands
Voting on a poll
Proxies

13. Workshop Questions
Questions 1 to 6

14. Fraud on a minority Gambotto’s case Expropriation cases
Non-expropriation cases

15. Oppression remedy – s.232 Contrary to interests of company as whole
Unfairly prejudicial
Unfairly discriminatory
Generally oppressive
See examples of oppression in lecture notes.

16. Conclusion Members have limited powers
They exercise powers in meetings
Minorities can be unfairly treated
The common law remedy for this unfairness is fraud on a minority
The statutory remedy is the oppression remedy under s.232

17. Microsoft Engineering Excellence
Questions?
Microsoft Confidential