Research reports and research papers

This website of research papers has been established to disseminate research and contribute to debate about corporate law issues.

Refinancing and Workouts of Financially Distressed Companies - Lessons from The Bell Group Ltd (in Liquidation) v Westpac Banking Corporation (2009)
by Stephen Newman

Diversity and Resilience: Lessons from the Financial Crisis (2009)
by Ankoor Jain and Cally Jordan

Personal Insolvency in Australia: An Increasingly Middle Class Phenomenon (2009)
by Ian Ramsay and Cameron Sim

The Cost of Corporate Litigation in Australia: A Research Note (2009)
by Asjeet Lamba and Ian Ramsay

Stakeholders and Directors' Duties: Law, Theory and Evidence (2009)
by Shelley Marshall and Ian Ramsay

Broad-Based Employee Share Ownership in Australian Listed Companies: Survey Report (2009)
by Ingrid Landau, Richard Mitchell, Ann O'Connell, Ian Ramsay and Shelley Marshall

Trends in Personal Insolvency in Australia (2009)
by Ian Ramsay and Cameron Sim

Forgiving a Director's Breach of Duty: A Review of Recent Decisions (2009)
by Steven Wong

A Report on Enforceable Undertakings Accepted by ASIC from 1998 to 2008 (2009)
by Carol Taing

Should Australia Replace Section 181 of the Corporations Act 2001 (Cth) With Wording Similar to Section 172 of the Companies Act 2006 (UK)? (2009)
by Patricia Dermansky

Corporate Governance and Workplace Partnerships Case Studies (2008)
by Meredith Jones, Shelley Marshall, Richard Mitchell and Ian Ramsay

Employee Share Ownership in Unlisted Entities: Objectives, Current Practices and Regulatory Reform (2008)
by Ann O'Connell

Directors' Liabilities - Navigating the Maze (2008)
by John Fast

Which Courts Deliver Most Corporate Law Judgments? A Research Note (2008)
by Ian Ramsay and Are Watne 

Fiduciary Duty and the Market: Private Law and the Public Good (2008)
by Pamela Hanrahan 

Improving the Process of Change in Australian Financial Sector Regulation (2008)
by Pamela Hanrahan

ASIC v Citigroup: Investment Banks, Conflicts of Interest and Chinese Walls (2008)
by Pamela Hanrahan 

Corporate Governance and Emerging Markets: Lesson from the Field (2008)
by Cally Jordan and Mike Lubrano

Corporate Regulators in Australia (1961-2000): From Companies' Registrars to the Australian Securities and Investments Commission (2008)
by Bernard Mees and Ian Ramsay 

Peering Over the Ethical Precipice: Incorporation, Listing and the Ethical Responsibilities of Law Firms (2008)
by Christine Parker

Family Resemblances: The Family Controlled Company in Asia (2008)
by Cally Jordan

Unlovely and Unloved: Corporate Law Reform's Progeny (2008)
by Cally Jordan

Why do Employees Participate in Employee Share Plans - A Conceptual Framework (2008) 
by Michelle Brown, Ingrid Landau, Richard Mitchell, Ann O'Connell and Ian Ramsay 

A History of Company Law in Colonial Australia: Economic Development and Legal Evolution (2007)
by Phillip Lipton

Evaluating the Shareholder Primacy Theory: Evidence From a Survey of Australian Directors (2007)
by Malcolm Anderson, Meredith Jones, Shelley Marshall, Richard Mitchell and Ian Ramsay 

Company Directors' Views Regarding Stakeholders (2007)
by Meredith Jones, Shelley Marshall, Richard Mitchell and Ian Ramsay

Seven: The Corporations Act, Corporate Governance, and Termination Payments to Senior Employees (2007)
by Kym Sheehan and Colin Fenwick

Share-Based Remuneration and Termination Payments to Company Directors: What are the Rules? (2007)
by Colin Fenwick and Kym Sheehan

Employee Share Ownership Plans in Australia - the Taxation Law Framework  (2007) 
by Ann O'Connell

Employee Share Ownership Plans in Australia - the Corporate Law Framework (2007)
by  Ingrid Landau and Ian Ramsay

Employee Share Ownership - a Review of the Literature (2007)
by  Ingrid Landau, Richard Mitchell, Ann O'Connell and Ian Ramsay

An Overview of Existing Data on Employee Share Ownership in Australia (2007)
by Ingrid Landau, Richard Mitchell, Ann O'Connell and Ian Ramsay

Do Australian Institutional Investors Aim to Influence the Human Resource Practices of Investee Companies? (2007)
by Kirsten Anderson, Shelley Marshall and Ian Ramsay

Corporate Law Reform and Delisting in Australia (2006)
by Nicholas Lew and Ian Ramsay 

The Takeovers Panel - An Empirical Study (2006)
by Chris Miller, Rebecca Campbell and Ian Ramsay

Enhancing Corporate Accountability through Contextual Ethical Exercises (2006)
by Adrian Evans and John Howe

Employee Share Ownership Schemes: Two Case Studies (2006)
by Andrew Barnes, Tanya Josev, Jarrod Lenne, Shelley Marshall, Richard Mitchell, Ian Ramsay and Cameron Rider

Litigation by Shareholders and Directors: An Empirical Study of the Statutory Derivative Action (2006) 
by Ian Ramsay and Benjamin Saunders, University of Melbourne

The ACCC Compliance and Enforcement Project: Assessment of the Impact of ACCC Enforcement Action in Unconscionable Conduct Cases (2006)
by Michelle Sharpe and Christine Parker

Steve Vizard, Insider Trading and Directors' Duties (2005)
by Ian Ramsay, University of Melbourne

Fifty Years of Managed Funds in Australia (2005)
by Bernard Mees, Monica Wehner and Pamela Hanrahan

From the Picketline to the Boardroom: Union Shareholder Activism in Australia (2005)
by Kirsten Anderson and Ian Ramsay, University of Melbourne

Report for the Australian Communications and Media Authority on Reform of the Authority's Enforcement Powers (2005)
by Ian Ramsay

Enlightened Shareholder Value and the New Responsibilities of Directors (2005)
by Professor Paul Davies, London School of Economics and Political Science

Employee Entitlements and Corporate Insolvency and Reconstruction (2005)
by Justice Simon Whelan, Supreme Court of Victoria and Leon Zwier, Partner, Arnold Bloch Liebler

Shareholder Value and Employee Interests: Intersections Between Corporate Governance, Corporate Law and Labour Law (2005)
by Richard Mitchell, Anthony O'Donnell and Ian Ramsay, University of Melbourne

Australia Inside-Out: The Corporate Governance System of the Australian Listed Market (2005)
by Alan Dignam and Michael Galanis

Employee Share Ownership Schemes in Australia: A Survey of Key Issues and Themes (2005)
by Jarrod Lenne, Richard Mitchell and Ian Ramsay, University of Melbourne

Transporting the European Social Partnership Model to Australia (2005)
by Paul Gollan, London School of Economics and Glenn Patmore, University of Melbourne

Shareholder Meetings: Key Issues and Developments (2004)
by John McCombe, Partner, Corrs Chambers Westgarth

The Role and Responsibilities of Directors on Board Sub-Committees (2004)
by Andrew Lumsden, Partner, Corrs Chambers Westgarth

Insolvent Trading: An Empirical Study (2004)
by Paul James, Ian Ramsay and Polat Siva, Clayton Utz and Centre for Corporate Law and Securities Regulation

The Liability of Directors of Corporate Trustees and the Decision in Hanel v O'Neill (2004)
by Jeremy Cooper, Partner, Blake Dawson Waldron (published with the permission of Lawbook Co)

The Impact of ACCC Enforcement Activity in Cartel Cases (2004)
by Christine Parker, Paul Ainsworth and Natalie Stepaneko

A Better Framework: Reforming Not-For-Profit Regulation (2004)
by Susan Woodward and Shelley Marshall, Centre for Corporate Law and Securities Regulation

Managed Investment Schemes: An Industry Report (2003)
by Grant Moodie and Ian Ramsay, Centre for Corporate Law and Securities Regulation

Rebuilding Public Confidence in Financial Reporting (2003)
by the International Taskforce commissioned by the International Federation of Accountants (of which Professor Ian Ramsay was a member)

Use of Prospectuses by Investors and Professional Advisers (2003)
by Ian Ramsay, Harold Ford Professor of Commercial Law and Director of the Centre for Corporate Law and Securities Regulation

ASIC Enforcement Patterns (2003)
by Helen Bird, Davin Chow, Jarrod Lenne and Ian Ramsay, Centre for Corporate Law and Securities Regulation

Disclosure of Fees and Charges in Managed Investments (2002)
by Ian Ramsay, Harold Ford Professor of Commercial Law and Director of the Centre for Corporate Law and Securities Regulation

An Appraisal of Socially Responsible Investments and Implications for Trustees and Other Investment Fiduciaries (2002)
by Paul Ali and Martin Gold

How Section 667C of the Corporations Act Should be Interpreted and its Application to the Various Forms of Compulsory Acquisition (2002)
by Allan Bulman

Independence of Australian Company Auditors (2001)
by Ian Ramsay, Harold Ford Professor of Commercial Law and Director of the Centre for Corporate Law and Securities Regulation

'Please Explain': ASX Share Price Queries and the Australian Continuous Disclosure Regime(2001)
by Anne-Marie Neagle and Natasha Tsykin

Market Misconduct Provisions of the Financial Services Reform Act: Challenges for Market Regulation (2001)
by Joe Longo

The New Takeovers Panel: Key Issues and Developments (2001)
by Richard Cockburn, Director, Corporate Finance, Australian Securities and Investments Commission, Justin Mannolini, Partner, Freehills (Sydney), Simon McKeon, President, the Takeovers Panel and Executive Director of Macquarie Bank

Dual Listed Companies: Structure and Legal Issues (2001)
by Cameron Rider, Partner, Allens Arthur Robinson and Jon Webster, Partner, Allens Arthur Robinson

Piercing the Corporate Veil (2001)
by Ian Ramsay and David Noakes

Corporate Governance and Anti-Takeover Devices (2000)
by Ian Ramsay, Helen Lange and Li-Anne Woo

Directors' Conflicts - Empirical Study (2000)
by Ian Ramsay and Geof Stapledon

Corporate Governance: The Role of Superannuation Trustees (2000)
A report prepared by the Centre for Corporate Law and Securities Regulation and Institutional Analysis for the Australian Institute of Superannuation Trustees

The Takeovers Panel Process (2000)
by Nicole Calleja, Legal Secondee, Takeovers Panel

Proxy Voting in Australia's Largest Companies (2000)
by Geof Stapledon, Sandy Easterbrook, Pru Bennett and Ian Ramsay

Share Buy-backs: An Empirical Investigation (2000)
by Asjeet Lamba and Ian Ramsay

Political Donations by Australian Companies (2000)
Ian Ramsay, Geof Stapledon and Joel Vernon

Sections 181 and 189 of the Corporations Law and Directors of Corporate Group Companies (2000)
by John Kluver, Executive Director, Companies and Securities Advisory Committee

Papers Presented at the Future of Corporate Regulation Conference (2000)

Anomalies Resulting from the Corporate Law Economic Reform Program Act 1999 (2000)
Corporations Law Committee, Business Law Section, Law Council of Australia

To Whom are the Duties of a Company Director Owed? (2000)
by Tom Bostock, Partner, Mallesons Stephen Jaques

Directors' Duties in the Light of CLERP and Recent Legal Developments (2000)
by Tony Greenwood, Partner, Blake Dawson Waldron

The Definition of "Associate" in the Corporations Law (2000)
by Justice R P Austin

Challenges to Australia's Federal Corporate Law (2000)
by Professor Ian Ramsay, Harold Ford Professor of Commercial Law and Director of the Centre for Corporate Law and Securities Regulation, The University of Melbourne

Comment on the Constitutional Challenges to Corporate Law (2000)
by Marion Hetherington, Solicitor, Commonwealth Bank of Australia

Do Independent Directors Add Value?(1999)
by Jeffrey Lawrence and Geof Stapledon,

The Economics of Market Confidence:
(Ac)Costing Securities Market Regulations (1999)
by Jeffrey Lawrence, Associate, Investment Banking, Salomon Smith Barney Research Associate, Centre for Corporate Law & Securities Regulation, The University of Melbourne

Regulating Directors’ Duties - How Effective are the Civil Penalty Sanctions in the Australian Corporations Law? (1999)
by George Gilligan, Helen Bird and Ian Ramsay

The Online Corporation: Electronic Corporate Communications (1999)
by Dr Elizabeth Boros

This discussion paper and questionnaire form part of a collaborative research project between the Centre for Corporate Law & Securities Regulation and the Australian Securities and Investments Commission (ASIC). Issues covered include:

• electronic delivery of documents such as as annual reports, notices of meeting and prospectuses
• electronic voting and company meetings; and
• electronic lodgment of documents with ASIC.

Multimedia Prospectuses and Other Offer Documents (1999)
by Dr Elizabeth Boros and ASIC

This Issues Paper forms part of a collaborative research project between the Centre for Corporate Law & Securities Regulation and the Australian Securities and Investments Commission (ASIC). The paper examines the possibility of including multimedia material in prospectuses and other offer documents.

CLERPing the Panel (1999)
by The Honourable Justice GFK Santow OAM

A paper given to Panel Members on 10 November 1999. The paper examines some of the problems with which the new Panel will have to grapple and some critical points if success is to be achieved.

Accounting and Non-Accounting Based Information in the Market for Debt: Evidence from Australian Private Debt Contracts  (1998)
by Ian Ramsay and Baljit Sidhu

Corporate Groups in Australia (1998)
by Ian Ramsay and Geof Stapledon

Institutional Investors' Views on Corporate Governance (1998)
by Ian Ramsay, Geof Stapledon and Kenneth Fong

Disclosure of Corporate Governance Practices by Australian Listed Companies (1997)
by Ian Ramsay and Richard Hoad

Underpricing of Initial Public Offerings and Due Diligence Costs: An Empirical Investigation (1995)
by Ian Ramsay and Baljit Sidhu

Other Relevant Sites:

Centre for Corporate Law and Securities Regulation

Corporate Law Judgments

Melbourne Law School

Law Library