Reviews of books written by CCLSR members

Varieties of Capitalism, Corporate Governance and Employees (edited by Shelley Marshall, Richard Mitchell and Ian Ramsay)

"This book…is explicitly interdisciplinary in nature. Its central objective is to find an overall framework for analysis of contemporary capital/labour relations to enable scholars and policy-makers to situate a particular nation’s experience within that generalising framework. The notion is that the framework developed will not be a rigid one, that nations will feature and emphasise different aspects of the overall model, reflecting different political, economic and legal histories. The questions raised, therefore, are both conceptual and empirical. In particular, as the title suggests, the scholars are to gauge where, and to what extent, Australian practices and institutions fit within the overall framework of analysis. This is a daunting project but many of the participants have been engaged in this kind of intellectual endeavour for some time…The participants put themselves in a position to make a number of enriching inquiries…This is rewarding work. Investigation of the dynamic relationship between aspects of corporate governance and labour management leads to some surprising findings...These observations explain why this work is such a worthwhile addition to the literature. An intricate tapestry of capital/labour institutions and practices is woven…The corporation is posited as a primary regulatory agent. Much of the work might be characterised as a series of exercises to determine as to how malleable this legal institution is. The scholars are concerned to see whether corporations…are responsive and/or capable of being responsive to improved partnership-like relationships, whether they lend themselves to enriched trust and good faith relationships, whether or not they are more or less likely to take long-term interests of all stakeholders into account, rather than pursue short term returns on behalf of shareholders. This is why the book is so interesting; this is why it produces so much rich material on the significance of ownership, on new forms of ownership, on the attitude of the governors, ie, directors and senior executives, of these corporations...In sum: this is a fine study."
Review published in the Australian Journal of Corporate Law

"Varieties of Capitalism, Corporate Governance and Employees, edited by Shelley Marshall, Richard Mitchell and Ian Ramsay, makes an important contribution to the literature on corporate governance and employment relations. It is the first volume to systematically examine key issues with respect to the alignment of Australia's corporate governance and employment systems, two of the primary institutions shaping a country's 'variety of capitalism' (VoC), with those of other national systems. Taking a VoC approach, the contributions in the book draw upon a wide range of academic disciplines and methodological approaches, and the analysis integrates corporate law and corporate governance with labour law and comparative industrial relations. This is an important contribution because the relationship between varieties of capitalism, corporate governance and employment relations is to an important degree shaped by the co-evolution of theory and practice in corporate governance, corporate and labour law and industrial relations. The book is also rich in empirical content."
Review published in the Australian Journal of Labour Law

"This book…could not be more timely…the book meets its promise of providing a multidisciplinary perspective on what has recently become a consuming debate…The book has three parts: theoretical approaches, empirical studies and finally, corporate social responsibility and regulatory approaches. Each of these sections has insights for reflective practitioners, researchers, policy-makers and executives. Arguments come from leading scholars representing a range of disciplinary perspectives: from work and organisational studies, industrial relations, commercial law, corporate law, labour law policy, labour-market regulation and human resource management. The multidisciplinary perspective is one of the key strengths of this book, as the debates it presents are complex. No one discipline or perspective has all the answers to which variety of capitalism Australia might choose to take into the future…It is a well edited and readable presentation of the context for debates on models of corporate governance and on varieties of capitalism and power-sharing. It poses many questions to those academics, policymakers, executives and practitioners who have an interest in decoding the maelstrom of the current debates on the future possible varieties of capitalism. In summary, the book provides readers with knowledge to begin to make informed choices on these questions."
Review published in the Asia Pacific Journal of Human Resources

"The papers included in the book are all of a high quality and will definitely be of great interest to all researchers interested in corporate law, corporate governance, labour law and various models of capitalism…The authors and editors should be commended for compiling a very useful and rich research source that can lead to further in-depth research in several areas."
Review published in the Deakin Law Review

"The ‘Varieties of Capitalism’ (VoC) framework departed from much accepted wisdom within political economy and regulation discourses. For instance, there is a strong current of thought claiming that globalisation promotes a convergence towards more liberalised markets and deregulation of business governance, leading to greater shareholder influence and marginalised organised labour. The VoC approach presented a more open structural framework that suggested a ‘dual convergence’ towards either a liberal market model or a co-ordinated market model. VoC ‘rejects the notion that there is one best way to organize capitalism and points to the role that institutional arrangements play in shaping how market societies function’ (p. 20)… Overall, the research presented in the collection is exploratory and, as such, the book provides a valuable introduction to the concept of VoC in the Australian setting. Invariably, the findings qualify the heuristic, dualist theoretical structure that the original VoC framework posited… Throughout the collection there is a refreshing openness to theoretical modification of the original VoC framework. This reflexive approach to theoretically informed, empirically based work provides a model for all social scientists… This collection therefore makes a valuable contribution to understanding the challenges facing contemporary Australian industrial relations."
Review published in Labour and Industry

"Varieties of Capitalism, Corporate Governance and Employees focuses on one important aspect of the corporate governance debate – the nature of the role and interests of employees of corporations, and the impact of corporate governance on employment relationships, practices and issues… As noted in the introductory first chapter written by the three editors, the book draws together the work of corporate law and labour law scholars, comparative employment relations and human resources management academics and political economists...There is a cohesive thread throughout the various chapters, unlike some edited books which commonly suffer a lack of a clear underlying theme or a clarity of progression. The book is more in the style of an academic monograph than a standard text, but has a thorough and clear treatment of its subject. One of the most valuable features of this book is its ability, despite its clear focus on the Australian position, to also offer a contextual approach through a consideration of relevant developments internationally, and to take into account global movements...Varieties of Capitalism, Corporate Governance and Employees takes an original approach to its topic – indeed, it appears to be the only Australian published book exhaustively and exclusively addressing the concept of the complex inter-relationship between corporate governance and employment. It provides a comprehensive treatment of the relevant topics in a manner which addresses the key issues in both a practical and theoretical sense. Whist some underlying understanding or knowledge is often assumed, the book remains accessible and readable. For academics, students, practitioners and professionals with an interest in this broad-ranging aspect of corporate governance, this book will no doubt prove to be a useful reference source."
Review published in the University of New South Wales Law Journal

"This book provides an important theoretical contribution towards some of the broad themes of corporate governance from an Australian perspective."
Review published in the International Company and Commercial Law Review

Securities and Financial Services Law (co-authored by Robert Baxt, Ashley Black and Pamela Hanrahan)

"This work is now in its 7th edition and remains the pre-eminent text in its area. As readers will know regulation of securities and financial services law has expanded exponentially with the growth of our economy and now represents one of the most regulated areas of commercial activity… This is a very thorough and detailed book and it is without doubt the reference of choice for an overview of the law in this area, supplemented, as I have noted with the outstanding contributions of the eminent authors who have prepared it."
Review published in the Newsletter of the Law Society of Tasmania

Company Directors: Principles of Law and Corporate Governance (authored by Justice Robert Austin, Professor Harold Ford and Professor Ian Ramsay)

“This new book is the latest contribution to legal scholarship by the triumvirate which has, for many years, kept admirably up to date the leading work on Australian company law that first flowed from the pen of Professor Harold Ford more than 30 years ago. …Canons of good corporate governance join principles of law as the foundation for a comprehensive treatment of the responsibilities, duties, powers and rights of company directors in 21^st century Australia…This work will be of great value to practitioners, corporate counsel and students alike. It will be of interest to company directors themselves and other lay readers seeking insights into this ever-topical subject. The law as it is and the law as it might become are both covered, the latter under corporate governance rubric. The authors tell us in the preface which of them wrote which chapter. A form of blind tasting by this reviewer failed entirely to pick who wrote what. This is because of the uniformly high quality of the analysis and exposition by these three acknowledged experts in the field.”
Review published in the Australian Law Journal

“This book fills a long standing lacuna in the area. The text is written by the three most eminent scholars on corporations law in the country. …Given the recent spate of corporate collapses both in Australia and around the globe highlighting the responsibilities of directors, this text is indeed timely. …This book is a highly valuable addition to any practitioner’s library.”
Review published in the Australian Banking and Finance Law Bulletin

“The publication of Company Directors: Principles of Law and Corporate Governance is timely and makes an important and outstanding contribution to this theme particularly in its exposition of the legal principles relating to directors. Its authors are well-known and respected. …Company Directors is an outstanding work and is a valuable addition to the library of anyone interested in a detailed exposition of the legal regulation of directors.”
Review published in the University of New South Wales Law Journal

“Corporate governance and the role of directors have never commanded greater attention, thanks in part to increased oversight and high profile governance failures. …The authors of this timely release are generally accepted as being the foremost authorities on corporate governance in the Australian context, and they present a detailed, scholarly and comprehensive analysis of law and governance as they relate to Australian company directors. The book’s main focus is on the duties of company directors, remedies for breach of these duties, and the structure and operations of the board of directors, but the addition of expert commentary on corporate governance, as it relates to company directors, sets the text apart.”
Review published in Lawyers’ Weekly

“The book deals comprehensively with a broad range of legal issues affecting company directors. …The treatment of directors’ duties is extremely detailed. … The book is a must-have for corporate lawyers.”
Review published in Bar News (Journal of the New South Wales Bar Association)

“The book is divided into three broad areas representing the structures and powers of a board of directors; the duties of directors and, finally, the remedies for breach of duty and enforcement. The statutory, fiduciary and general corporate governance principles are approached in detail, applying statute where appropriate to illustrate the principle in question. The text also uses modern, relevant examples such as the HIH collapse and the resulting outcomes for the directors involved in the matter to illustrate the effect of breach of fiduciary and statutory duties and the resulting consequences. Thus a clear balance is made from authoritative precedents through to contemporary examples of the various legal principles. …The book will be an important addition to all general counsels and law firms that have a growing corporate and commercial practice. This is a valuable reference tool for the many directors and other corporate officers who may have anxiety about their daily role in such a litigious environment.”
Review published in Keeping Good Companies (Journal of Chartered Secretaries Australia)

“The principles of proper corporate governance and the responsibility of directors for their implementation have been the subject of intensive debate over recent years both in Australia and overseas….The distinguishing feature of this text is that it approaches the law as it applies to corporations from a “director centred” perspective. It is a valuable reference for those advising directors about their obligations and duties or the potential implications for them of a transaction or state of affairs concerning a company in which they hold office…The text is well ordered and indexed, visually accessible and well written…There is an impressive coverage of the wide-ranging duties imposed on directors, including the duties owed in relation to internal management, fiduciary duties, insider trading, insolvent trading, improper profits and appropriation of corporate property, duties in relation to financial statements, capital raising, product liability, concurrent or accessorial liability for acts of the company and liabilities arising from unauthorised acts. Finally, the text includes a comprehensive summary of the legal and equitable remedies available to make directors accountable for breaches of duty, including a detailed discussion of the availability of derivative actions.”
Review published in the Law Institute Journal

Ford’s Principles of Corporations Law (authored by Professor Harold Ford, Justice Robert Austin and Professor Ian Ramsay)   

“Corporate governance and proper disclosure have been under the spotlight over the last 18 months or so, especially in light of the sweeping reforms proposed by the Ramsay Report…Covering the whole spectrum of company law including formation, legal capacity, share issues, directors’ duties, auditing, shareholder remedies and insolvency (and much, much more) this is an in depth guide for the professional, layman or student… Ford’s Principles of Corporations Law has been the “bible” of corporate lawyers and students alike for a generation.” 
Review published in Lawyers Weekly

“It is not hard to see why Ford has remained one of the most popular texts on company law…One of the strengths of this book is the depth of the knowledge of the authors, so that related legal doctrines are woven seamlessly into the text, such as in the case of the explanation of directors’ duties in Ch 8, or the rules that apply where the company is a trustee.”
Review published in the Australian Law Journal

“I thoroughly recommend this book as a must for all legal libraries. Ford’s Principles of Corporations Law remains the pre-eminent text on Australian corporations law, preserving its reputation for scholarship and unique insight into this increasingly complex area of law.” 
Review published in Proctor, Journal of the Queensland Law Society

“The authors achieve an impressive topical coverage and density of scholarship…It is an essential addition to the shelves of those with a commercial /corporate practice.” 
Review published in the Queensland Bar News

“The book remains the pre-eminent resource for lawyers, accountants, government and business throughout …The text is accessible and authoritative… this work retains all of the substance, style and scholarship that has made it an indispensable legal classic for students and practitioners alike.” 
Review published in the Victorian Bar News

"Company law with its mass of rules and regulations derived from statute, common law and equity is one of those subjects where most students actually need and benefit from a comprehensive textbook. This one has earned a well-established and respected reputation in the context of corporations law."
Review published in the International Trade and Business Law Annual

The Open Corporation: Effective Self-Regulation and Democracy (authored by Dr Christine Parker)

“In a lively and challenging work…Christine Parker seeks to explore the possibility of transforming the corporation from an object of external regulation to a subject capable of self-regulation…Her account of the potential of corporations for a practical form of social citizenship is elegantly written and finely argued.”
Review published in the Griffith Law Review

“The book is a product of exhaustive research and presents a rich exploration of the literature on regulation and related topics… If you are genuinely interested in moving the debate about corporate social esponsibility from nihilism to potentially achievable aspiration, I recommend that you read this book.” 
Review published in the UNSW Law Journal

“Christine Parker’s The Open Corporation is a first rate piece of academic scholarship of international stature. It is the product of deep research, yet wears its learning lightly. The text is accessible and the style readable, a real achievement given the matters discussed. Parker’s passion for her topic, and for the need to create responsible and accountable corporations in the interests of social justice and democracy is always evident.”
Review published in the Australian Journal of Labour Law

“The alternative to command and control [approach to compliance and regulation] must be grounded on the principle of self-regulation, says Parker, and she calls in support a growing body of academic writing, which she has organised and analysed in an impressively coherent manner, backed up by the conclusions of her own field research among compliance professionals in several countries.”
Review published in the Law Journal

"Parker’s book offers a method for approaching the complex job of achieving better democratic control of corporate power. [The book is] readable, actively engaged with the reality of “self-regulation” as experienced in the field, and well informed on the theory, as well as being a good how-to for practitioners in companies and in regulatory agencies.” 
Review published in the Drawing Board: An Australian Review of Public Affairs

“This is a well researched, scholarly, articulate book which deserves to be read and understood by corporate executives, citizens and political leaders.” 
Review published in Boss Magazine

The Law of Secured Finance (authored by Dr Paul Ali)   

“Dr Paul Ali’s The Law of Secured Finance is a useful guide to an area of the law which has been more confused than many others by the interplay of statute and case law. Many will wish it had been available long ago, as texts in the area lacked such a clear structure.” 
Review published in the Journal of International Banking Law and Regulation

Key Developments in Corporate Law and Trusts Law – Essays in Honour of Professor Harold Ford (edited by Professor Ian Ramsay)

“This book is a wonderful idea. It is a collection of essays in honour of a person whose name is known to all corporate and insolvency lawyers…The book collects scholarship from authors of the highest quality, including 6 professors and 2 judges…Readers will find the book to be a stimulating read.” 
Review published in the Insolvency Law Bulletin

Commercial Applications of Company Law in (authored by Pamela Hanrahan, Ian Ramsay, Geof Stapledon, Aman Narimin and Aisha Bidin)  

“Lecturers will find this book a unique teaching aid…the publication of this comprehensive guide is timely, in light of the challenge of good corporate practice and compliance.” 
Review published in the Star 

Experts’ Reports in Corporate Transactions (authored by Laurie McDonald, Grant Moodie, Professor Ian Ramsay and Jon Webster)

“It’s long overdue that the Australian securities industry had a more contemporary guide for expert report writers. This book goes a long way to fill the void between past experience and current best practice. By reference to case law and current ASIC policy statements and notes, it situates itself well in the tradition and precedence of immediate corporate and regulator experience and the interpretations of the judiciary. The team of authors provides the reader with a broad grasp of the salient aspects of the expert’s definition and tasks, as well as the downside of liability and the defences provided at law and in contract…The book is not afraid to explore issues for which practice often only provides inconclusive counsel. The ambiguity of many corporate situations aside, the book does a good job of highlighting the grey areas that demand all the more acute attention in the practicing real world. ….The book is a valuable addition to the library of the specialist practitioner report writer, to those who seek to engage them and to the legal professional who may be called upon to defend a client or test a report. It is very much a text that regulators should take serious note of in their framing of policy, around the practice - related difficulties of report writing.”
Review published in the Journal of the Securities Institute of Australia

“Experts have figured prominently in recent jurisprudence…the present work, as its title suggests, is concerned specifically with the role of the expert in the context of corporate ransactions. The book is intended for those who prepare experts’ reports as well as others involved in corporate transactions where such reports are used. This will include company directors, and the reliance by directors on experts’ reports in the context of directors’ duties is specifically considered. As well as extensive legal analysis, the book includes a consideration of practical examples of experts’ reports that have not been the subject of litigation… [The book] will be highly useful to practitioners in the area.” 
Review published in the New South Wales Law Society Journal 

“The book is useful and informative. It deals with the requirements of the regulatory authorities; who is an expert; what is meant by terms such as ‘fair and reasonable’; and like matters. It also analyses the concept of an independent expert. There is also a section on the liability of experts and a chapter on the reliance by directors on experts’ reports. The book would be quite useful to solicitors, accountants and merchant bankers involved in the corporate finance area.” 
Review published in the Australian Law Journal

Corporations Law - In Principle (authored by Susan Woodward, Helen Bird and Sally Sievers)

“The book is ideally suited for any student commencing their business studies…The language used in the book, the style and the ease of its use distinguish the book as a great teaching and learning resource.”  
Review published in the Australian Journal of Corporate Law

“[The book provides] invaluable learning aids for students otherwise potentially overwhelmed by the breadth of topics and depth of material covered in company law courses, whether in law schools or in business schools.” 
Review published in the Law Institute Journal

Company Directors’ Liability for Insolvent Trading (edited by Professor Ian Ramsay)

“[This book] is the most current and useful compendium of the law, practice and theory on the subject yet published, particularly for an Australian audience, although it will be of value to and readers and in the context of scholarly debates. It serves several purposes. For liquidators, accountants and commercial legal practitioners, it is a very helpful way of coming to grips with the statutory provisions and case law. For those advising directors on their duties on how to manage a situation where they are concerned about a company’s financial position, it is a useful overview of how to approach the problem in practice and particularly in taking into account the role of voluntary administration and deeds of arrangement under Chapter 5.3A of the Corporations Law…The edition should prove very useful for practitioners in a number of fields, as well as those concerned with the scholarly debate.” 
Review published in Keeping Good Companies – Journal of the Institute of Chartered Secretaries

“The University of Melbourne has provided us with a work of intellectual rigour…These 8 essays (including the editor’s own) form a multifaceted prism of scholarship and substance. An ASIC lawyer, a NZ barrister, a Sydney solicitor, Oxford dons, Australian professors and a Colorado professor are a laser of learned minds…This book is for those who are concerned to know the history of the insolvent trading provision, what the Australian law now states, its theoretical base and the principles actually applied, what the laws of other places say and what our law should say…The book well displays the access of the authors to their subject.”
Review published in the Journal of the Law Society of the Australian Capital Territory

"This short, but excellent, book examines a range of issues raised by insolvent trading regulation. It is divided into four parts. The first part is a chapter by the editor, Ian Ramsay, which provides an overview of the insolvent trading provisions and of the debate that these provisions have generated. The second part comprises two chapters expressing opposing views on this policy debate. The third contains three chapters devoted to different aspects of the Australian insolvent trading provisions. And the fourth part provides an international perspective through an examination of the New Zealand and English provisions. The book is strongly recommended. Its emphasis on policy issues is particularly welcome…Overall, this is a welcome book on a specialised but important topic. The scope of topics covered is admirable and it deserves a wide readership."
Review published in the Monash University Law Review

Corporate Governance and the Duties of Company Directors (edited by Professor Ian Ramsay)

“The collection assembled by Professor Ian Ramsay is recommended reading for anyone who is interested in exploring issues [of corporate law] or in corporate governance more generally…It includes interesting and thought provoking material on issues which have become topical in the following the Law Commission’s consultative paper on company directors…The book is a worthwhile edition to the relevant literature.” 
Review published in the International Company and Commercial Law Review

“This book is a collection of articles on general corporate governance issues and specific duties owed by company directors. For anyone seriously interested in the subject the book provides a useful introduction to current case law and detailed analysis of the principles in this area of the law.” 
Review published in the New South Wales Law Society Journal

“The book will no doubt become a contemporary textbook in the study of corporate governance.” 
Review published in Australian CPA

“This authoritative work discusses the duties of directors in from a legal perspective. In his introduction the editor recognises that there are many definitions of corporate governance and explores why corporate governance has become an issue. In an original insight he demonstrates the breadth of corporate governance far more fully than most authorities, by identifying the various mechanisms that play a role in corporate governance.” 
Review published in Corporate Governance: An International Review

“If you have always sought clarification as to just what constitutes “corporate governance” and succinct enlightenment as to the law defining directors’ duties, then Corporate Governance and the Duties of Company Directors is the book for you…The book holds appeal in that it attempts to define and present the ideology of corporate governance in more than one light, and illustrates its role in conflict minimisation within a corporate structure…The substantive law pertaining to directors’ duties is admirably presented.” 
Review published in the Law Institute Journal

“This book provides timely perspectives on the various issues surrounding the role of directors and of corporate law in enhancing corporate governance practice…The text provides a useful snapshot of the current thinking regarding director liability, regulatory costs and different policy approaches. More importantly, it provides an impressive introduction for newcomers to this area of the law, whilst also prompting a re-evaluation by those familiar with the many policy skirmishes occurring within the confines of the corporate governance debate.”
Review published in the Company and Securities Law Journal

Securities Regulation in and Australia and New Zealand (edited by Professor Gordon Walker, Dr Brent Fisse and Professor Ian Ramsay)

“The text Securities Regulation in and contributes a number of important elements to the ongoing regulatory debate. Perhaps most importantly, the commingling of legal concepts with financial, economic and accounting concepts is to be broadly and extensively applauded…This review cannot do justice to the numerous, innovative conceptual filters  presented in the text, suffice it to say that the traditional black letter approach to securities regulation will come under closer scrutiny in the future as these conceptual filters are applied in a more comprehensive manner…One of the recurrent themes in this text is the powerful analytical insights to be derived from economic theory and empirical studies…It is commendable that Securities Regulation in and has admirably tackled the major, and many subsidiary, issues in the current securities regulation debate and proffers solutions which draw from manyconflicting theoretical disciplines and perspectives. The depth of the legal analysis combined with a philosophical awareness and application of the variousregulatory schools of thought makes this text an essential item in every securitymarket participant’s library…[The book] can justifiably claim to provide allparticipants in the securities markets with important, insightful perspectives andcritiques on the existing regulatory framework.”
Review published in the Australian Business Law Review  

“This is an important book…It is highly recommended and will hold an important place in the scholarship on securities regulation in Australasia …There is something for everyone in this useful collection of materials. Students and teachers of law and commerce will find the insights into theory and coverage, of Securities Act developments.” 
Review published in the Otago Law Review

Education and the Law (authored by Professor Ian Ramsay and Dr Ann Shorten)

“This is the most significant publishing event for perhaps two decades for those interested in the law and education in …[The book] will quickly become the standard reference book.”  
Review published in Proctor, Journal of the Queensland Law Society 

“Education and the Law is confirmation that the law relating to education is an established area of interest…[The book] is both timely and appropriate…It is a useful and much needed book. Both Professor Ramsay and Dr Shorten have researched and written in the area of education and the law for some years, and the erudite treatment of the vast body of information included in the book is praiseworthy…It is a book that would rightly take its place on the bookshelves of teachers, educational administrators, academics, and members of the legal profession with a roving eye on the emerging field of education law.” 
Review published in the and Journal of Law and Education

“Education and the Law is a comprehensive and well referenced text on all aspects of the law as it relates to education in …Ramsay and Shorten have produced an excellent text, invaluable to both lawyer and the education administrator.” 
Review published in Law Letter, Bulletin of the Law Society of Tasmania