Does the Corporations Power Extend to Re-Constituting the Corporation

33 Pages Posted: 28 Sep 2012

See all articles by Graeme D. Orr

Graeme D. Orr

The University of Queensland - T.C. Beirne School of Law

Andrew Johnston

Warwick Law School

Date Written: 2011

Abstract

This article considers the essence and nature of the corporate form, in order to examine the boundaries of a constitutional power to regulate corporations already formed. The question is of theoretical interest: we consider the ontology of the corporation and the inconclusive debate over whether bodies such as the board of directors or shareholders in general meeting are organs or agents of the corporation. It is also of practical interest in any federal system, such as Australia, which gives power over incorporation to one level (eg States) but empowers the central government to regulate corporations. Does that regulatory power extend to ‘reconstituting’ existing corporations, eg by altering the shape or gender mix of its governing bodies?

Keywords: corporations law, corporate form, corporate constitution, company regulation, corporations power, Australian constitutional law, Incorporations case

JEL Classification: K22

Suggested Citation

Orr, Graeme and Johnston, Andrew, Does the Corporations Power Extend to Re-Constituting the Corporation (2011). Federal Law Review, 39 1: 71-101, 2011, University of Queensland TC Beirne School of Law Research Paper No. 11-19, Available at SSRN: https://ssrn.com/abstract=2152769

Graeme Orr (Contact Author)

The University of Queensland - T.C. Beirne School of Law ( email )

The University of Queensland
St Lucia
4072 Brisbane, Queensland 4072
Australia

Andrew Johnston

Warwick Law School ( email )

Gibbet Hill Rd.
Coventry, West Midlands CV4 8UW
United Kingdom

HOME PAGE: http://https://warwick.ac.uk/fac/soc/law/people/andrew_r_johnston/

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