Corporate Governance and the Duties of Company Directors

Centre for Corporate Law and Securities Regulation, Ian Ramsay, ed., University of Melbourne, 1997

216 Pages Posted: 15 Aug 2006  

Ian Ramsay

Melbourne Law School - University of Melbourne


Edited by Ian Ramsay, this book is a collection of essays that explores a number of key corporate governance debates and, in particular, examines the role of directors' duties in corporate governance.

The chapters of the book are:

Part I - Introduction

1. The Corporate Governance Debate and the Role of Directors' Duties - Ian M Ramsay

Part II - Corporate Governance

2. The Defining Tension in Corporate Governance in America - Chief Justice E Norman Veasey
3. The Role of Corporate Governance Practices in the Development of Legal Principles Relating to Directors - Justice Alex Chernov
4. Corporate Governance, Corporate Law and Global Forces - Justice Michael Kirby

Part III - Directors' Duties

5. Directors' Duties: The Governing Principles - Chief Justice David Malcolm
6. The Duty of Care of Company Directors in Australia and New Zealand - John H Farrar
7. The Duty of Care of Directors: Does it Depend on the Swing of the Pendulum? - Robert Baxt
8. Directors' Statutory Duties of Honesty and Propriety - Michael J. Whincop
9. The Role of Nominee Directors and the Liability of Their Appointers - Justice E. W. Thomas
10. Shadow Director and Other Third Party Liability for Corporate Activity - Robyn Carroll
11. Safe Harbours or Sleepy Hollows: Does Australia Need a Statutory Business Judgment Rule? - Paul Redmond
12. The Perspective of the Australian Securities Commission on the Enforcement of Directors' Duties and the Role of the Courts - Alan Cameron

Suggested Citation

Ramsay, Ian, Corporate Governance and the Duties of Company Directors. Available at SSRN:

Ian Ramsay (Contact Author)

Melbourne Law School - University of Melbourne ( email )

University Square
185 Pelham Street, Carlton
Victoria, Victoria 3010
+61 3 8344 5332 (Phone)


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