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Annual Report 1997
CONTENTS
Ms Ann Graham Centre for Corporate Law and Securities Regulation
Telephone: +61 3 9344 5281
Professor Ian Ramsay Centre for Corporate Law and Securities Regulation
Telephone: +61 3 9344 5332
Centre website: http://www.law.unimelb.edu.au/choose.htm
1997 was the second year of operation of the Centre for Corporate Law and Securities Regulation. The year saw many achievements including an active research program conducted by members of the Centre, the hosting of major seminars, the strengthening of links with peak organisations both in Australia and internationally, and the establishment of the Corporate Law Electronic Network.
Research
In 1997 the ten academics who were members of the Centre were responsible for the publication of 4 books, 34 book chapters and journal articles, 4 research reports and monographs, and 21 conference papers. An important aspect of the Centre’s research program is its monograph series in corporate law and securities regulation. 1997 saw the publication of 3 further monographs. Cally Jordan, who was the principal researcher for the Review conducted by the Hong Kong Government of its Companies Ordinance, authored a monograph titled International Survey of Corporate Law in Asia, Europe, North America and the Commonwealth. The second monograph, written by the Director of the Centre and Richard Hoad, was the first published empirical study of the disclosure of corporate governance practices of almost 300 companies listed on the Australian Stock Exchange. The third monograph published in 1997 is titled Corporate Governance and the Duties of Company Directors and is an edited collection of contributions by judges, regulators, academics and practitioners. The judges who contributed to the monograph were Chief Justice E Norman Veasey of the Supreme Court of Delaware; Justice Michael Kirby of the High Court of Australia, Chief Justice David Malcolm of the Supreme Court of Western Australia, Justice Alex Chernov of the Supreme Court of Victoria, and Justice E W Thomas of the Court of Appeal of New Zealand. A copy of this monograph was made available free of charge to all members of the Corporate Law Teachers Association.
I am very pleased to report that the publications of members of the Centre continue to receive very positive reviews in both Australian and overseas journals. An example is Dr Geof Stapledon’s book published by Oxford University Press titled Institutional Shareholders and Corporate Governance (1996). A review published in 1997 in the Company, Financial and Insolvency Law Review referred to this book as being "invaluable to all with an interest not only in the role of the institutions in corporate governance, but in corporate governance in general". A recent review in the journal Corporate Governance: An International Review states that the book "provides a rigorous review of the nature and extent of institutional shareholder monitoring and involvement in Australia and the UK ... based on detailed, in depth analysis" while a review in the Journal of Finance refers to Dr Stapledon’s book as "an authoritative description of institutional shareholdings in the UK and Australia [which contains] a wealth of detail ... including features of the legal environment in which institutions operate".
The Centre’s monographs continue to receive favourable reviews. For example, the monograph edited by Megan Richardson titled Deregulation of Public Utilities: Current Issues and Perspectives (1996) was reviewed in the journal Agenda in 1997 where the reviewer stated that the monograph is "a first-class review of the issues arising from deregulation of services with monopoly elements and provides a good fusion of the theory and its practical applications".
A particularly pleasing part of the Centre’s research was the success of members of the Centre in obtaining competitive research grants. The grants obtained in 1997 included an Australian Research Council Large Grant for a project titled "Corporate Disclosure: An Analysis of the Role of Prospectuses in Capital Raising in Australia and New Zealand", an Australian Research Council Strategic Partnership With Industry Grant for a project with the Australian Securities Commission titled "Electronic Prospectuses: Devising an Appropriate Regulatory Regime" and a Criminology Research Council Grant for a project titled "Directors’ Misconduct Decriminalised: Are the ‘Civil’ Sanctions in the Corporations Law Effective?"
Seminars
In 1997 the Centre hosted 7 major seminars and conferences. The major conference for the year was the 7th Annual Corporate Law Teachers National Conference which the Centre co-hosted with the Corporate Law Teachers Association. The two themes of the conference were International Perspectives on Corporate Governance and New Approaches to Teaching Corporate Law. Over 30 papers were presented at the conference and speakers came from Canada, Belgium, the USA, New Zealand, Hong Kong and South Africa.
In February 1997 the Centre co-hosted with the Australian Securities Commission a seminar on Electronic Commerce. Over 150 people attended the seminar. The keynote speaker was Mr Steven Wallman, Commissioner of the United States Securities and Exchange Commission. The commentators were Mr Shane Tregillis, National Director, Regulation, Australian Securities Commission and Associate Professor Mark Sneddon of the Centre for Corporate Law and Securities Regulation.
Another major conference hosted by the Centre in 1997 was titled Contemporary Developments in Corporate Insolvency Law - A Centenary Celebration of Salomon v Salomon & Co Ltd. The speakers were the Rt Hon The Lord Cooke of Thorndon, Member of the House of Lords and Judicial Committee of the Privy Council; Professor Len Sealy of the University of Cambridge; Professor Roy Goode of the University of Oxford and Professor John Farrar of Bond University and The University of Melbourne. The papers presented at this conference will be published in 1998 in a special issue of the Company and Securities Law Journal.
A development late in 1997 was an invitation by the Australian Securities Commission for the Centre to assist with the planning of its 1998 Summer School. The Summer School brings together securities regulators from countries in the Asian-Pacific region, as well as the United States, Canada, the United Kingdom and New Zealand. The Centre was delighted to be able to accept the invitation of the Australian Securities Commission to assist with the planning of this major conference. Links with peak organisations
The Centre continued to develop links with peak organisations and law schools both in Australia and overseas. Members of the Centre play an active role with organisations such as the Law Council of Australia, the Australian Institute of Company Directors, the Commercial Law Association of Australia and the Law Institute of Victoria. The Centre continued to develop links with major overseas law schools. In October 1997 the Director of the Centre was Distinguished Visiting Professor in the Faculty of Law at The University of Toronto.
Corporate Law Electronic Network
One of the major achievements in 1997 was the establishment of the Corporate Law Electronic Network. The Network is an e:mail corporate law discussion group and was established with the support of the Australian Securities Commission, the Australian Stock Exchange and leading national law firms in Australia. In a very short period of time, the Network has obtained 750 subscribers with a much larger readership. The Network has been given publicity by organisations such as the Corporate Lawyers Association and the Commercial Law Association.
New appointments
1997 was a year in which key areas of expansion for the Centre were identified. The two key areas identified were electronic commerce and managed funds. 1997 saw the appointment of two new members of the Centre who are specialists in these areas. Associate Professor Mark Sneddon joined the Centre as one of the country’s leading specialists in electronic commerce. Mark is a member of the Federal Attorney-General’s Expert Group on Electronic Commerce and has also advised the State of Victoria on legal issues associated with electronic commerce. In addition, the Centre obtained a major grant in 1997 relating to electronic prospectuses.
Pamela Hanrahan also joined the Centre in 1997 as a specialist in the area of managed funds. She joined the Centre from private practice where she maintained a practice in corporations and securities law with a special focus on the regulation of public unit trusts.
Kenneth Fong also joined the Centre in 1997 as a full-time research officer. He was previously a consultant with the Australian Securities Commission.
Acknowledgments
Many people deserve thanks for their contribution to the work of the Centre during 1997. They include the members of the Australian Advisory Board and, in particular, the Chair of the Australian Advisory Board, the Hon Mr Justice Hayne. In 1997 Justice Hayne was appointed to the High Court of Australia from the Court of Appeal of the Supreme Court of Victoria. I am grateful to Justice Hayne that he has been able to continue to chair the Australian Advisory Board.
Members of the International Advisory Board of the Centre have also provided valuable advice in relation to international developments and have been active in assisting the work of the Centre. For example, two members of the International Advisory Board, Professor Ron Daniels, Dean of the Faculty of Law at The University of Toronto and Professor Eddy Wymeersch, Director of the Financial Law Institute at the University of Ghent, presented papers at the Corporate Law Teachers National Conference co-hosted by the Centre in February 1997. Justice Norman Veasey, Chief Justice of the Supreme Court of Delaware, published a chapter in one of the Centre’s monographs in 1997 as did the Hon Justice Edmund Thomas of the Court of Appeal of New Zealand. Another member of the International Advisory Board, Professor Deborah DeMott of Duke University Law School, will teach in the Graduate Program at The University of Melbourne Law School in 1998.
Particular thanks are due to Ann Graham, the Administrator of the Centre, who has played a key role in many of the Centre’s achievements during 1997. The Dean of the Faculty of Law at The University of Melbourne, Professor Michael Crommelin, has been a strong supporter of the initiatives undertaken by the Centre. Finally, I express my appreciation to The University of Melbourne Law School Foundation which provided substantial financial support to the Centre during 1997.
Professor Ian Ramsay
PURPOSES AND OBJECTIVES OF THE CENTRE
The objectives of the Centre and its members are to:
The Centre has an International Advisory Board comprised of leading Judges and corporate law academics. The members of the International Advisory Board are:
The Centre has an Australian Advisory Board chaired by the Honourable Mr Justice Hayne and comprising leading members of the Australian legal and business communities. The members of the Australian Advisory Board are:
ACADEMIC MEMBERS OF THE CENTRE
The following academics were members of the Centre in 1997:
Ms Helen Bird
Helen Bird is a graduate in Law (Hons) and Commerce from the University of Queensland. She is currently completing her SJD at The University of Melbourne. She teaches Corporate Law and Business Law. Her research interests are corporate governance, corporate regulation and legal theory. She is also a Barrister and Solicitor of the Supreme Court of Victoria.
Dr Elizabeth Boros
Elizabeth Boros is a graduate of The University of Adelaide (LLB (Hons)) and Cambridge University (LLM; PhD). She is a Barrister and Solicitor of the Supreme Courts of South Australia and Victoria, and a Solicitor of the Supreme Court of England and Wales.
Elizabeth completed a doctorate at the University of Cambridge in 1992. On returning to Australia she practised with Blake Dawson Waldron. A revised version of her doctoral thesis was published as a book titled Minority Shareholders' Remedies by Oxford University Press in 1995. She joined the academic staff of The University of Melbourne and the Centre for Corporate Law and Securities Regulation as a Senior Lecturer in 1996. She teaches Corporations Law and Equity in the LLB Program and Members' Remedies in the Graduate Program. Her main areas of research interest at present are directors' duties and shareholders' remedies.
Dr Belinda Fehlberg
Belinda Fehlberg graduated from The University of Melbourne in 1991 (BA, LLB (Hons)). She completed her articles of clerkship at Arthur Robinson & Hedderwicks in the area of commercial litigation and then practised in the corporate law area. In 1992, she began her DPhil studies at the Centre for Socio-Legal Studies, University of Oxford. She was awarded her DPhil in 1995. Her DPhil thesis comprised a socio-legal, empirically-based study of spouses and partners who provide third party loan security for the business borrowings of their other spouse or partner. A revised version of the thesis was published in 1997 by Oxford University Press.
In 1993 Belinda was appointed as a half-time Lecturer in the Faculty of Law, University of Warwick, where she taught Commercial Law and Company Law. At the end of 1994, Belinda took up an appointment as a lecturer in the Law School, The University of Melbourne and was promoted to senior lecturer in 1997. She currently teaches Corporations Law and Family Law. Her publications are mainly in the area of her thesis research, but she has a general interest in the areas of corporations law and family law, and especially in issues where these two areas overlap.
Ms Pamela Hanrahan
Pamela Hanrahan joined the academic staff of The University of Melbourne as a Senior Lecturer in February 1997, having previously practised corporate law and securities law as a Senior Associate with Arthur Robinsons & Hedderwicks in Melbourne. She holds Honours degrees in Arts and Law from The University of Melbourne and a Master of Laws from Case Western Reserve University, Ohio USA, and is currently completing an SJD at The University of Melbourne.
She teaches Corporations Law at the undergraduate level in both the Law and Commerce faculties, and Regulation of Collective Investments as part of the Law School’s graduate program. Her research interests include the law of managed funds, corporate and securities law and derivatives regulation.
Professor Ian Ramsay
Ian Ramsay is the Harold Ford Professor of Commercial Law in the Faculty of Law at The University of Melbourne and Director of the Centre for Corporate Law and Securities Regulation. He has practised law with the law firms Sullivan & Cromwell in New York and Mallesons Stephen Jaques in Sydney. Other positions Ian has held include:
Ian has published extensively on corporate law issues both internationally and in Australia. His recent books include Corporate Governance and the Duties of Company Directors (editor, 1997); Ford’s Principles of Corporations Law (co-author, 1997); and Education and the Law (co-author, 1996). Mr Greg Reinhardt
Greg Reinhardt joined the Faculty of Law in 1991 from the law firm Minter Ellison where he was a partner. His research and teaching interests include the Law of Insolvency, Civil Procedure and Insurance Law. Greg is Editor of the Insurance Law Bulletin. In 1997 Greg was appointed Executive Director of the Australian Institute of Judicial Administration which is affiliated with the Faculty of Law at The University of Melbourne.
Associate Professor Mark Sneddon
Mark Sneddon (BSc (Comp Sci), LLB (Hons) (Melb); LLM (Mich)) is Associate Professor of Law working in Banking, Media and Electronic Communications Law. Mark teaches postgraduate courses in Electronic Banking and Payments Law, Broadcasting and Telecommunications Law and International Bank Obligations and Trade Finance and is Director of Studies for the postgraduate Diploma in Banking and Finance. He has written and lectured widely in the field of electronic banking and electronic commerce payment systems and in banking law generally.
Prior to commencing his university career, Mark practised full-time as a commercial lawyer, worked on law reform issues for the Victorian Parliament and was Associate to Chief Justice Sir Gerard Brennan of the High Court of Australia. He has acted as an adviser to the State of Victoria on electronic commerce and is a member of the Federal Attorney-General’s Expert Group on Electronic Commerce. Mark’s current research is into the Law of Electronic Transactions, investigating electronic commerce, digital signatures and electronic banking and payments issues (including stored value cards, Internet banking, secure Internet payment systems and digital cash).
Dr Geof Stapledon
Dr Geof Stapledon obtained undergraduate degrees in Economics and Law from the University of Adelaide before practising as a commercial solicitor with Finlaysons in Adelaide. He then spent three years at the University of Oxford, conducting doctoral research into the role of institutional investors in corporate governance in the UK and Australia. This research led to the publication in mid-1996 of Geof's book Institutional Shareholders and Corporate Governance (Oxford University Press). Geof joined the Faculty of Law at The University of Melbourne in 1995. Geof has a number of journal publications in the area of institutional investors and corporate governance, together with articles in the areas of directors' duties, shareholders' remedies, and auditors' liabilities. He is the Editor of the leading journal specialising in Australasian corporate and securities law: the Company and Securities Law Journal.
Geof spent 1997 on secondment with the law firm Minter Ellison in Sydney, advising on the demutualisation of the AMP Society. He remains a Consultant to Minter Ellison.
Mr John Telfer
John Telfer is a Senior Lecturer in the Faculty of Law and a Barrister. He works mainly in the area of Taxation Law and also teaches Corporations Law. He undertakes research into Australian, international and south-east Asian taxation. This work includes the taxation of companies in various jurisdictions and how the business transactions of companies are taxed.
Ms Susan Woodward
Susan Woodward is a graduate of The University of Melbourne (LLB (Hons)) and is a Barrister and Solicitor of the Supreme Court of Victoria. Prior to joining The University of Melbourne, Susan practised in commercial law both in Australia and London. She also worked as in-house legal counsel for the Australian Industry Development Corporation. At The University of Melbourne, Susan has taught Corporations Law for several years. Most recently, Susan has co-authored the book Corporations Law Workbook (LBC Information Services, 3rd ed, 1996) which is accompanied by a Teachers' Manual.
Centre Research Officer
Mr Kenneth Fong
Kenneth Fong holds a BA from RMIT and an LLB (Hons) from Bond University. Prior to joining the Centre, he was a consultant to the Australian Securities Commission. He is now the Research Officer for the Centre. Currently he is undertaking research into corporate governance, the regulation of electronic prospectuses, and corporate disclosure. Kenneth is also co-editor of the Centre's monthly e:mail Corporate Law Bulletin published on the Corporate Law Electronic Network and the Law Council of Australia Business Law Section Newsletter.
A number of highly successful conferences and seminars were organised by the Centre during 1997. Well over 100 people attended several of these seminars.
The Corporate Law Economic Reform Program (21 November 1997)
Keynote speakers included Mr Jim Murphy, First Assistant Secretary, Business Law Division, The Treasury; Ms Claire Grose, Chairperson, Corporations Law Committee, Business Law Section of the Law Council of Australia and Partner of Freehill Hollingdale & Page; Professor Robert Baxt, Chairman, Corporations Law Committee, Australian Institute of Company Directors and Partner of Arthur Robinson & Hedderwicks; Professor Bernard Black, Columbia University Law School, USA; Mr David Goddard, Partner, Chapman Tripp Sheffield Young, New Zealand.
This one day conference was co-hosted with the Centre for Law and Economics, The Australian National University.
Do Independent Directors Matter? (20 November 1997)
Speakers - Professor Bernard Black, Columbia University Law School, USA; Henry Bosch AO, Company Director; Jeffrey Lawrence, J P Morgan.
This seminar was co-hosted with the Australian Institute of Company Directors.
Contemporary Developments in Corporate Insolvency Law (A Centenary Celebration of Salomon v Salomon & Co Ltd) (18 September 1997)
Speakers - The Rt Hon The Lord Cooke of Thorndon, Member of the House of Lords and Judicial Committee of the Privy Council; Professor Len Sealy, SJ Berwin Professor of Corporate Law, University of Cambridge; Professor Roy Goode, Norton Rose Professor of English Law, University of Oxford; Professor John Farrar, School of Law, Bond University and Professorial Associate, The University of Melbourne.
This seminar was co-hosted with the Business Law Section of the Law Council of Australia and the 30th Australian Legal Convention.
Directors' and Officers' Remuneration: Current Australian and United States Issues (30 July 1997)
Speakers - Professor Charles Yablon, Cardozo Law School, New York, USA; Ms Elizabeth Alexander, Victorian State President of the Australian Institute of Company Directors and Partner of Price Waterhouse; Mr Alan Cameron, Chairman of the Australian Securities Commission; Mr Paul Jennings, Member of the Corporate Governance Committee of the Australian Investment Managers Association and Australian Shares Manager of National Mutual Funds Management; Mr John Egan, remuneration advisor to governments and the private sector.
This seminar was co-hosted with The University of Melbourne Law School Foundation.
Commercial Fiduciary Duties (8 July 1997)
Speaker - Professor Gillian Hadfield, Faculty of Law, University of Toronto; Commentator: Professor Tony Duggan, Faculty of Law, Monash University
Electronic Commerce: Regulating in a World of Technological Change (11 February 1997)
Speaker - Mr Steven Wallman, Commissioner, United States Securities and Exchange Commission; Commentators - Mr Shane Tregillis, National Director, Regulation, Australian Securities Commission and Associate Professor Mark Sneddon, Faculty of Law, The University of Melbourne
This seminar was co-hosted with the Australian Securities Commission.
Corporate Law Teachers National Conference (9-11 February 1997)
Thirty papers were presented at the Conference. The keynote speakers included:
Professor Ron Daniels, Dean, Faculty of Law, University of Toronto, Canada - Beyond the Board of Directors: A Broader Look at the Corporate Governance Debate in Canada
Professor Eddy Wymeersch, Director, Financial Law Institute, University of Ghent, Belgium - Corporate Governance: Converging Patterns
Professor Lynne Dallas, University of San Diego School of Law, USA - The Dual Board and the Corporate Ombudsperson
Professor Michele Havenga, Faculty of Law, University of South Africa - Corporate Governance: Recent Developments in South Africa
Professor Curtis Milhaupt, School of Law, Washington University in St Louis, USA - The Market for Innovation in the United States and Japan: Venture Capital and the Comparative Corporate Governance Debate
Professor Guanghua Yu, School of Law, University of Hong Kong - Policy Implications of Comparative Corporate Governance Studies
This conference was co-hosted with the Corporate Law Teachers Association.
Previous seminars of the Centre (or its predecessor, the Corporate Law Interest Group) have included:
The Courts and Corporate Law
Speakers - Justice Norman Veasey, Chief Justice, Supreme Court of Delaware; Justice David Malcolm, Chief Justice, Supreme Court of Western Australia; Justice Edmund Thomas, Court of Appeal of New Zealand; Andrew Rogers QC, former Chief Judge, Commercial Division, Supreme Court of New South Wales; Alan Cameron, Chairman, Australian Securities Commission; Catherine Walter, professional non-executive company director; Karen Byrne, General Counsel, Australian Stock Exchange; Professor Robert Baxt, Partner, Arthur Robinson & Hedderwicks; Michael Rozenes QC, Commonwealth Director of Public Prosecutions; Alex Chernov QC, Victorian Bar; Professor Ian Ramsay, Centre for Corporate Law and Securities Regulation, The University of Melbourne
This conference was co-hosted with the Australian Institute of Company Directors, the Australian Institute of Judicial Administration and the Business Law Section of the Law Council of Australia.
Corporate Strategies in the Single European Market
Speaker - Professor Gilles Guyot of the University of Lyon
Derivatives Regulation in the United States: Problems and Issues
Speaker - Professor Roberta Romano of Yale University School of Law and School of Management; Commentator - Mr Shane Tregillis of the Australian Securities Commission
Deregulation of Public Utilities
Speaker - Professor Michael Trebilcock of the University of Toronto Law School with a panel consisting of Professor Philip Williams of the Melbourne Business School, Mr Jim Holmes, Executive Manager, Business Development of Powernet, Mr David Goddard a partner with the New Zealand firm of Chapman Tripp Sheffield Young, and Mr John Perham of the Privatisation and Industries Reform Division of the Victorian State Treasury Department. This public lecture was co-hosted with the Australian Law and Economics Association
The CRA-RTZ Merger
Speakers - Mr Stephen Creese of CRA Limited and Mr Ian Renard and Mr Cameron Rider of Arthur Robinson & Hedderwicks
Recent Developments in Legal Professional Privilege and the Privilege Against Self-Incrimination
Speakers - Associate Professor Sue McNicol of Monash University and Mr Peter Cranswick and Mr Peter Hiland of the Australian Securities Commission
Corporate Governance: An International Perspective
Speaker - Professor Richard Buxbaum, University of California at Berkeley
Shareholders' Remedies: Australian and United States Developments
Speakers - Professor Deborah DeMott, Duke University School of Law; Mr John Kluver, Companies and Securities Advisory Committee; Dr Elizabeth Boros, Blake Dawson Waldron
Daniels v AWA Limited
Speakers - Professor Robert Baxt, Arthur Robinson & Hedderwicks; The Hon Andrew Rogers QC, formerly Chief Judge, Commercial Division, Supreme Court of New South Wales; Mr W R M Irvine, Chairman of the Board of Directors, National Australia Bank
Recent US Developments in Directors' Duty of Care in Corporate Transactions
Speaker - Professor Douglas Branson, University of Pittsburgh School of Law
Gambotto v WCP Limited
Speakers - Quentin Digby, Freehill Hollingdale & Page; Geoff Hone, Blake Dawson Waldron; Ian Renard, Arthur Robinson & Hedderwicks; Ron White, Norton Smith & Co
Corporate Groups: A United States Perspective on Current Legal Issues and Policies
Speaker - Professor Phillip Blumberg, University of Connecticut School of Law
The NRMA Case Speakers - George Durbridge, Australian Securities Commission; Frances Hanks, The University of Melbourne; Norman O'Bryan, Barrister; Jon Webster, Arthur Robinson & Hedderwicks
Recent Developments in Closely Held Firms in the United States: Limited Liability Companies and Limited Liability Partnerships
Speaker - Professor Larry Ribstein, George Mason University School of Law, Washington, DC
The Centre has developed links with peak organisations with an interest in corporate and securities law. During 1997 academic members of the Centre were also members of:
Academic staff members have also been Course Directors for the Corporate Secretaries Course administered by the Chartered Institute of Corporate Secretaries.
Academic members of the Centre occupy editorial positions with a number of corporate law and other publications:
Other editorial work undertaken during 1997 included:
Academic members of the Centre conducted a very active research program in 1997. Publications of members of the Centre are listed below. A complete list of the Faculty of Law’s 1997 publications is contained in Appendix B.
Books Fehlberg, B, Sexually Transmitted Debt: Surety Experience and English Law, Clarendon Press, Oxford, 1997. Ramsay, I (ed), Corporate Governance and the Duties of Company Directors, Centre for Corporate Law and Securities Regulation, Melbourne, 1997. Ramsay, I, Ford, H A J and Austin, R P, Ford's Principles of Corporations Law, 8th ed, Butterworths, Sydney, 1997. Telfer, J, Box, A and Morrison, I, Wills, Probate and Administration in Victoria, LBC Information Services, Sydney, 1997. Government Reports Reinhardt, G, Legal Liability of Health Service Providers. Report prepared for Victorian Parliament Law Reform Committee, 1997. Sneddon, M, Issues in the Development of Electronic Commerce. Report prepared for the Office of Multimedia, Government of Victoria, 1997. Research Monograph Ramsay, I and Hoad, R, Disclosure of Corporate Governance Practices by Australian Companies, Centre for Corporate Law and Securities Regulation, Melbourne, 1997. Chapters in Books Ramsay, I, Lange, H and Woo, L, "Takeover Defence Decisions: A Study of the Impact of Management and Large Shareholder Ownership" in G Griffin (ed), Management Theory and Practice, Macmillan, Melbourne, 1997, 315-341. Ramsay, I, "The Corporate Governance Debate and the Role of Directors’ Duties in I Ramsay (ed), Corporate Governance and the Duties of Company Directors, Centre for Corporate Law and Securities Regulation, Melbourne 1997. Journal Articles Bird, H L, "A Spanner in the Works: The Impact of Mesenberg v Cord Industrial Recruiters on Enforcement Rights under the Corporations Law" (1997) 25 Australian Business Law Review 179-189. Fehlberg, B, "Violence and Sexually Transmitted Debt" (1997) 3 Current Family Law 76-81, 123-128. Fehlberg, B, "Money and Marriage: Sexually Transmitted Debt in England" (1997) 11 International Journal of Law, Policy and the Family 320-343. Fehlberg, B, "Women in "Family" Companies: English and Australian Experiences" (1997) 15 Company and Securities Law Journal 348- 365. Hanrahan, P F, "The Proposed Suitability Requirement for On-Exchange Derivatives Markets: A Critical Analysis" (1997) 8 Journal of Banking and Finance Law and Practice 5-22. Hanrahan, P F, "Distinguishing Corporate and Personal Claims in Australian Company Litigation" (1997) 15 Company and Securities Law Journal 21-43. Ramsay, I and Hoad, R, "Disclosure of Corporate Governance Practices by Australian Companies" (1997) 15 Company and Securities Law Journal 454-470. Ramsay, I and Stapledon, G, "A Citation Analysis of Australian Law Journals" (1997) 21 Melbourne University Law Review 683-700. Reinhardt, G, "Choice of Law and the Insurance Contracts Act 1984" (1997) 12 (4) Australian Insurance Law Bulletin 25-27. Reinhardt, G, "Reinstatement v Indemnity" (1997) 12 (4) Australian Insurance Law Bulletin 28-30. Reinhardt, G, "Rybak v Sennah Pty Ltd" (1997) 12 (4) Australian Insurance Law Bulletin 36. Reinhardt, G, "Wallis and the Insurance Industry" (1997) 12 (6) Australian Insurance Law Bulletin 49-56. Reinhardt, G, "Report on Liability of Health Service Providers" (1997) 12 (7) Australian Insurance Law Bulletin 59-60. Reinhardt, G, "Does the TPA Permit Recovery of Claims for Personal Injury?" (1997) 12 (8) Australian Insurance Law Bulletin 69-70. Reinhardt, G, "A R Griffiths & Sons Pty Ltd v Richards" (1997) 12 (8) Australian Insurance Law Bulletin 71-72. Reinhardt, G, "Duty of Care Owed by Builders" (1997) 71 (1) Law Institute Journal 49-50. Reinhardt, G, "Sales Tax: Recoverable as an Unfair Preference?" (1997) 71 (4) Law Institute Journal 63-64. Reinhardt, G, "What is Good Consideration for a Guarantee?" (1997) 71 (6) Law Institute Journal 65-66. Reinhardt, G, "Testator's Family Maintenance Does Not Extend to Step-Children" (1997) 71 (7) Law Institute Journal 68-69. Reinhardt, G, "Australia is Effectively One Jurisdictional Area" (1997) 71 (8) Law Institute Journal 68-69. Reinhardt, G, "Jurisdiction to Interfere with Decision of Domestic Tribunal" (1997) 71 (9) Law Institute Journal 80-81. Reinhardt, G, "The Court of Appeal's Approach to Preliminary Discovery" (1997) 71 (10) Law Institute Journal 69-70. Reinhardt, G, "Assignment of the Benefit of Guarantee" (1997) 71 (11) Law Institute Journal 66-67. Reinhardt, G, "Civil Proceedings Against Prosecutors" (1997) 71 (12) Law Institute Journal 76-77. Reinhardt, G, "Casenotes" (1997) 6 Journal of Judicial Administration 208-13. Sneddon, M, "Revolution in Electronic Money and Payments" (1997) 12 Banking Law Bulletin 141-144, 156. Sneddon, M, "Cyberbanking: Remote Banking Using the Internet" (1997) 25 Australian Business Law Review 64-67. Stapledon, G and Lawrence, J, "Research Takes an Independent View" (1997) Journal of the Securities Institute of Australia 6-7. Stapledon, G P and Lawrence, J, "Board Composition, Structure and Independence in Australia's Largest Listed Companies" (1997) 21 Melbourne University Law Review 150-186. Telfer, J, "Uncertified Shares Meet Capital Gains Tax - Not Love at First Sight" (1997) 5 Current Commercial Law 76-83. Telfer, J and Brougham, P, "The Tax Treatment of Buying and Selling" (1997) 5 Taxation in Australia - Red Edition 193-200. Woodward, S, "‘Ultra vires’ Over Simplified - Changes to Company Powers Under the Second Corporate Law Simplification Bill" (1997) 15 Company and Securities Law Journal 162-173. Conference Papers Boros, E, "Equitable Compensation as a Remedy for Diversion of Opportunites". Paper presented at the 7th Annual Corporate Law Teachers Conference, The University of Melbourne, 9-11 February 1997. Boros, E, "Biala v Mallina (No 4) and Compensation for Diversion of Corporate Opportunity". Paper presented at the Business Law Section of the Law Council of Australia Corporate Law Seminar, Brisbane, 19 October 1997. Boros, E, "The Future of Compulsory Aquisitions in Australia". Paper presented at Corporate Law Seminar, University of Sydney Law School, 10 November 1997. Fehlberg, B, "Sexually Transmitted Debt". Paper presented at the 30th Biennial Australian Law Convention, Melbourne, 18 September 1997. Fehlberg, B, "Sexually Transmitted Debt and Intersectional Research". Paper presented at the Annual Socio-Legal Studies Association Conference, University of Wales, Cardiff, April 1997. Fehlberg, B, "Relationships, Violence and Money: Sexually Transmitted Debt". Paper presented at the ‘Disputing Families: Families, the Law, and Access to Justice’ conference organised by the Victorian Court Network, Melbourne 13 March 1997. Hanrahan, P, "(Ir)responsible Entities: Reforming Manager Accountability in Public Unit Trusts". Paper presented at the Corporate Law Economic Reform Program Conference organised by the Centre for Corporate Law and Securities Regulation and the Centre for Law and Economics, Australian National University, 21 November 1997. Ramsay, I, "Recent Developments in Directors’ Duties". Paper presented at the Business Law Section of the Law Council of Australia and the Law Society of Tasmania Seminar, Hobart, 27 November 1997. Ramsay, I, "Are Independent Directors Important?" Paper presented at the Faculty of Law, University of Toronto, 15 October 1997. Ramsay, I, "Models of Corporate Regulation: Command and Control Versus Facilitation". Paper presented at the Centenary Celebration Conference of Salomon v Salomon, University of Auckland, 25 July 1997. Ramsay, I, "Recent Cases Dealing with Company Meetings". Paper presented at the Business Law Education Centre Conference on Company Meetings, Melbourne, 19 March 1997. Reinhardt, G, "Dispute Resolution in a Deregulated Telecommunications Regime". Paper presented at Dispute Resolution in a Deregulated Telecommunications Environment Conference, The University of Melbourne, 11 September 1997. Sneddon, M, "Cyberbanking and Payment Products: Legal and Regulatory Issues". Paper presented at Banking Law and Practice: 14th Annual Conference, Sydney, 22-23 May 1997. Sneddon, M, "Legal and Regulatory Issues in Cyberbanking and Electronic Commerce". Commentary presented at seminar on Electronic Commerce hosted by the Australian Securities Commission and the Centre for Corporate Law and Securities Regulation, Melbourne, 11 February 1997. Sneddon, M, "Electronic Banking and Digital Signatures: Legal Issues". Paper presented at Attorney-General’s Legal Practice Information Technology Practitioners Forum, Old Parliament House, Canberra, 7 March 1997. Sneddon, M, "Electronic Commerce: Cyberbanking and Payment Products". Paper presented to the Victorian Society for Computers and the Law, Melbourne, 8 July 1997. Sneddon, M, "Funds Transfer: Contract or Restitution?" Commentary presented at 8th Annual Journal of Contract Law Conference on Contractual and Proprietary Remedies, Melbourne, 15 August 1997. Sneddon, M, "Payments in Internet Commerce". Paper presented at QANTM Multimedia Going Digital Seminar, Melbourne, November 1997 and at BLEC Conference on "Electronic Banking: Legal and Regulatory Issues", Melbourne, November 1997. Stapledon, G P, "Disclosure by Directors to the General Meeting: How Much Information is Enough?" Paper presented at University of Sydney Law School Corporate Law Seminar, 17 June 1997. Stapledon, G P and Lawrence, J J, "The Relationship Between Board Structure and CEO pay". Paper presented at Australian Law and Economics Association Annual Conference, University of Melbourne, 5 July 1997. Stapledon, G P, Austin, R and Taylor, M, "Corporate Governance and the Company Secretary". Paper presented at the 14th Annual Company Secretaries Conference, Sydney, 20 October 1997. Stapledon, G P and Lawrence, J J, "Do Independent Directors Matter?" Paper presented at Seminar on Independent Directors, Melbourne, 20 November 1997. Other Stapledon, G P, Corporate Governance of Listed Trusts. Report prepared for the Corporate Governance Committee of the Australian Investment Managers' Association, 1997.
MONOGRAPH SERIES IN CORPORATE LAW AND
During 1997 the Centre published three monographs as part of its monograph series in corporate law and securities regulation. These were:
Cally Jordan, International Survey of Corporate Law in Asia, Europe, North America and the Commonwealth This International Survey of corporate law regimes was prepared for the Review of the Hong Kong Companies Ordinance. The United Kingdom, several Commonwealth jurisdictions (Canada, Australia, South Africa and New Zealand), the United States, Hong Kong, Singapore and the People's Republic of China were chosen for consideration. In addition, shorter sections on the European Union, France, Germany and Bermuda have been included.
The Survey provides a legislative history indicating the sources of the corporations laws in each jurisdiction, the direction which they have taken over time and their main characteristics. Distinctive features (such as the close corporation in South Africa) are highlighted as well as similarities and points of convergence among the various regimes. The Survey reviews in each jurisdiction corporate formalities, shareholders' remedies, directors' duties and the treatment of foreign corporations.
The Survey deals with how companies and corporations are governed; how the major issues associated with corporate activity are dealt with; what the major differences are in approach from one jurisdiction to another; and how different historical developments have affected current structures.
The Survey also gives an indication of dominant trends worldwide with respect to corporate law. With the rapid internationalisation of financial and commercial activity in recent years, there has developed an increasing interdependence of domestic legal regimes.
Ian Ramsay and Richard Hoad, Disclosure of Corporate Governance Practices by Australian Listed Companies
ASX Listing Rule 4.10.3 which came into operation on 30 June 1996 requires each listed company to include in its annual report a statement of the main corporate governance practices that the company had in place during the reporting period. The indicative list of corporate governance matters set out in Appendix 4A of the Listing Rules includes board composition and structure, remuneration for management and directors, audit arrangements and procedures for identifying and managing business risks.
The monograph analyses the corporate governance practices of almost 300 listed companies (classified according to size and industry) with particular focus upon disclosure of: A. Board Composition
B. Access to Independent Advice by directors C. Remuneration for Management and Directors D. Audit, Risks and Ethics
E. Other Issues
Ian Ramsay (editor), Corporate Governance and the Duties of Company Directors This book provides detailed legal analysis of directors’ duties and also addresses important issues in the corporate governance debate. The duties examined include the duty of care, skill and diligence; the duty to act in good faith and for proper purposes; the duty to act honestly; and the duty to refrain from making improper use of information and position. Other specific legal issues reviewed include the liabilities of nominee directors and "shadow" director and other third party liability for corporate activity. A feature of the book is that the authors include leading judges who have been involved in major cases relating to directors’ duties, well known practitioners, regulators and academics. Part 1 - Introduction Chapter 1 Part 2 - Corporate Governance Chapter 2 Chapter 3 Chapter 4 Part 3 - Directors’ Duties Chapter 5 Chapter 6 Chapter 7 Chapter 8 Chapter 9 Chapter 10 Chapter 11 Chapter 12 Previous monographs of the Centre are:
The Faculty of Law at The University of Melbourne has a very strong graduate program in corporate law and securities regulation. The 18 subjects offered are:
A list of all the Faculty of Law’s graduate subjects offered in 1997 is contained in Appendix A. At the undergraduate level, the following subjects are offered: In addition, the Faculty is responsible for teaching the subject Corporate Law in the Faculty of Economics and Commerce.
A feature of the graduate program in corporate law is the use of international corporate lawyers. These have included Professor Roberta Karmel who is a former Commissioner of the United States Securities and Exchange Commission; Professor Deborah DeMott of Duke University School of Law and Professor Douglas Branson of the University of Pittsburgh School of Law.
Significant achievements in 1997 in relation to teaching included the teaching of two new graduate subjects (The Regulation of Collective Investments and Restructuring of Government Business Enterprises) and the approval of a new subject to be taught for the first time in 1998 (Comparative Companies Law in the Asia-Pacific Region - A Focus on Hong Kong, Japan, Vietnam and the People’s Republic of China).
CORPORATE LAW ELECTRONIC NETWORK
In 1997 the Centre for Corporate Law and Securities Regulation commenced an email corporate law discussion group titled the Corporate Law Electronic Network. It has been established with the support of the Australian Securities Commission, the Australian Stock Exchange and leading national law firms. There is a monthly bulletin posted on the Network which includes the following:
There are 750 subscribers to the Network with a readership estimated at well over 1,000 as the monthly bulletin is distributed widely within law firms, companies, regulators and government departments.
Readers of this Annual Report who are interested in seeing previous issues of the monthly Bulletin published on the Network can access them through the archive site on the Internet, the address of which is:
http://www.law.unimelb.edu.au/corporat/email/aindex.htm
COMPETITIVE RESEARCH GRANTS OBTAINED
This section identifies the competitive research grants obtained by members of the Centre in 1997.
Australian Research Council Strategic Partnership with Industry - Research and Training Grant
Project title
Electronic Prospectuses: Devising an Appropriate Regulatory Regime
Chief Investigators
Dr Elizabeth Boros and Professor Ian Ramsay
Industry Partner
The Australian Securities Commission
Funds received over the life of the project
$93,000 with matching funds contributed by the Australian Securities Commission
Project summary
In late 1996 the Australian Securities Commission (ASC) stated that it would permit the distribution of prospectuses on the Internet. In 1995 almost $5 billion in capital was raised by companies listed on the Australian Stock Exchange using prospectuses to raise capital. However the ASC still requires the existence of a paper prospectus. This project aims, in collaboration with the ASC, to devise a regulatory regime which will meet the three goals of (1) enabling market participants to fully exploit the capabilities of electronic commerce; (2) protecting investors; and (3) harmonising Australian law with international regulatory regimes.
Australian Research Council Large Grant
Project title
Corporate Disclosure: An Analysis of the Role of Prospectuses in Capital Raising in Australia and New Zealand.
Chief Investigators
Professor Ian Ramsay and Mr Gordon Walker (University of Canterbury) Funds received over the life of the project
$65,000
Project summary
Public investment in the shares of Australian and New Zealand companies is undertaken by companies preparing and issuing prospectuses. Yet there are major concerns that the existing law regulating prospectuses does not adequately reflect an appropriate balance of the costs and benefits associated with prospectus regulation. The project will test the actual use made of prospectuses by investors and their advisers. It will also obtain evidence on why there is substantial non-compliance with the existing law regulating prospectuses.
Australian Research Council Small Grant
Project title
Management Banning Orders: A Unique Method of Enforcing Compliance with the Regulatory Requirements Governing Australian Corporations
Chief Investigator
Ms Helen Bird
Funds received over the life of the project
$7,000
Project summary
This project is the first phase of a comparative study of the use and operation of management banning orders by governments as sanctions for promoting compliance with legislation regulating corporations. It focuses on the Australian regulatory environment and involves an empirical study of management banning actions undertaken by the Australian Securities Commission during the years 1992 to 1997.
Criminology Research Council Grant
Project title
Directors’ Misconduct Decriminalised: Are the "Civil" Sanctions in the Corporations Law Effective?
Chief Investigators
Ms Helen Bird and Professor Ian Ramsay
Funds received over the life of the project
$20,395
Project summary
This project examines the effect of decriminalisation of misconduct by company directors in contravention of the Corporations Law. It involves an empirical study of prosecution and enforcement actions taken by the Australian Securities Commission before and since decriminalisation took effect in 1993. It also involves a comparative study of other enforcement regimes and activity in England, Canada and New Zealand.
University of Melbourne Special Initiatives Grant
Project title
Using Electronic Commerce to Authorise Electronic Transactions: Changes Required to Legal and Regulatory Framework
Chief Investigator
Associate Professor Mark Sneddon
Funds received over the life of the project
$15,000
Project summary
Many governments and businesses have proposed that paper-based transactions as diverse as sales contracts and issuing drivers’ licences be replaced by electronic messages. Electronic signatures will be used to authenticate the sender’s identity and make the person to whom that signature is certified to belong legally bound by the message. The possible changes required to existing laws involve important policy choices. This project will (1) identify existing Australian laws that would require alteration and (2) provide a comparative analysis of the models for legal change proposed in Australia and overseas and their underpinning policy choices.
GRANTS OBTAINED IN 1996 CONTINUING IN 1997
Australian Research Council Collaborative Grant
Project title
The Impact of Institutional Investors on Capital Markets and Corporate Performance
Chief Investigators
Professor Ian Ramsay, Dr Geof Stapledon and Professor Kevin Davis (Department of Accounting and Finance, The University of Melbourne)
Industry Partner
The Australian Investment Managers' Association (which represents approximately the 60 largest institutional investors in Australia)
Funds received over the life of the project
$72,452 with matching funds contributed by the Australian Investment Managers' Association
Project summary
Institutional investors are significant investors in Australian companies. The impact of institutional investment upon capital markets and upon corporate performance are important matters that have been widely researched overseas, but have received little attention in Australia. One reason for the lack of Australian research is the lack of information about institutional shareholdings in Australian companies. The project will provide this information, largely through the Australian Investment Managers' Association, by identifying the fund managers which control the registered shareholdings disclosed by companies. The information will then be utilised in several studies of the impact of institutional investors on the capital markets and corporate performance.
Australian Research Council Small Grant
Project title
The Role of Institutional Investors in Corporate Governance and the Influence of Corporate Law on this Role
Chief Investigators
Professor Ian Ramsay and Dr Geof Stapledon
Funds received over the life of the project
$19,800 plus research infrastructure funds provided by The University of Melbourne of $4,954
Project summary
There is a lack of evidence and information on the role of institutional investors in corporate ownership and control. The project provides this evidence by way of detailed interviews with Australian institutional investors on a range of matters relating to their activities and views on corporate governance and investment policy. The project also identifies possible barriers, including legal barriers, to institutional investor activism (ie, why institutional investors may not actively monitor the management of companies in which they invest) and the views of institutional investors are sought in relation to whether these possible barriers do actually inhibit institutional investor activism.
Australian Research Council Small Grant
Project title
Compulsory Acquisition of Minority Shareholdings
Chief Investigator
Dr Elizabeth Boros
Funds received over the life of the project
$7,000 plus research infrastructure funds provided by The University of Melbourne of $3,500
Project summary
Debate regarding the landmark decision in Gambotto v WCP Ltd has culminated in a law reform proposal by the Companies and Securities Advisory Committee (CASAC) proposing expansion of the range of situations in which a majority shareholder can compulsorily acquire all outstanding shares in a company. This project will conduct detailed interviews with takeover offerors in order to ascertain the relative importance to them of the various benefits of 100 per cent ownership. It will then seek to determine whether the most significant of those advantages can be achieved by means other than expropriation of minority shareholdings and, if so, to suggest alternative directions for law reform to that proposed by CASAC.
This section identifies the supervision of graduate and undergraduate students undertaken by members of the Centre in 1997.
Doctorates
Master of Laws
THE CENTRE AS A PUBLIC RESOURCE
The Centre makes its knowledge and expertise available as a public resource in a number of ways including providing interviews and information to the media, responding to requests for information, and writing submissions on matters of law reform.
Submissions
During 1997 members of the Centre were responsible for drafting the following submissions:
Requests for information During 1997 members of the Centre provided information on Australian corporate law to a number of overseas academics as well as organisations such as the Malaysian Securities Commission and the British Columbia Securities Commission. Media During the course of the year members of the Centre gave a number of interviews to newspaper journalists and radio journalists. In addition, the monograph written by Professor Ian Ramsay and Richard Hoad titled Disclosure of Corporate Governance Practices by Australian Companies received extensive media coverage. This included articles in The Age and The Australian Financial Review and other publications.
1997 FACULTY OF LAW GRADUATE SUBJECTS
The Administration of Criminal Justice Advanced Civil Procedure Alternative Commercial Dispute Resolution in Asia Alternative Dispute Resolution Aspects of International and Comparative Labour Law Australia in the International Legal Order Broadcasting and Telecommunications Law Commercial Applications of Equity Commercial Law in South East Asia Comparative Tort Law Competition Law and Intellectual Property Copyright and Designs Corporate Governance and the Duties of Directors Current Issues in Administrative Law Current Issues in Constitutional Law Defamation Law Economic Analysis of Current Issues in Commercial Law Electronic Banking and Payments Employment Law Energy Law and Policy in Australia Environmental Law Film and Television Law: Production, Financing and Distribution Financial Transactions Law Fundamentals of the Common Law Harmonisation of Commercial Laws in the APEC region Health and Equality at Work The High Court and the Federal Judicature Information Technology Law The Insurance Contract Insurance Intermediaries Insurance Litigation International Humanitarian Law International Issues in Intellectual Property International Institutions International Law and Forced Migration International Law of the Sea International Marketing: Franchising, Distribution and Licensing International Payments and Trade Finance International Trade Law International Trade Transactions Judicial Administration Labour Relations Law Law of Intergovernmental Relations Law, Medicine and Ethics Legal Aspects of Finance in Asia The Media and the State Medical Law: Professionals and Procedures Medical Litigation Mineral Law Native Title and Resources Law Patents and Trade Secrets Petroleum Law Principles of Natural Resources Law Principles of Public and International Law Privacy, Publicity and the Law Private International Law Psychological Aspects of Dispute Resolution The Reconstruction of Companies Regulation of Collective Investments Regulation of Securities Offerings Regulation of Trade Unions Reinsurance Law Resources Law and Policy in Indonesia Restructuring Government Business Enterprises Rethinking Citizenship, Rights and Gender Securities for Corporate Lending Special Topics in Tax: Comparative U.S. and Australian Taxation Strategic Public Management Trade Marks and Unfair Competition Water Resources Law
1997 FACULTY OF LAW PUBLICATIONS
Books Chambers, R, Resulting Trusts, Clarendon Press, Oxford, 1997. Cooper, G (ed), Tax Avoidance and the Rule of Law, IBFD Publications BV, Amsterdam, 1997. Davies, M, Ricketson, S and Lindell, G, Conflict of Laws: Commentary and Materials, Butterworths, Sydney, 1997. Edwards, J, Knott, A and Riley, D (eds), Australian Schools and the Law, LBC Information Services, Sydney, 1997. Fehlberg, B, Sexually Transmitted Debt: Surety Experience and English Law, Clarendon Press, Oxford, 1997. Johnstone, R, Occupational Health and Safety Law and Policy, LBC Information Services, Sydney, 1997. Johnstone, R and Joughin, G, Designing Print Materials for Flexible Teaching and Learning in Law, Cavendish Publishing, Sydney, 1997. Lambiris, M, The Historical Context of Roman Law, LBC Information Services, Sydney, 1997. Lanham, D, Cross-Border Criminal Law, FT Law & Tax Asia Pacific, Melbourne, 1997. McCormack, T L H and Simpson, G J (eds), The Law of War Crimes: National and International Approaches, Kluwer Law International, The Hague, The Netherlands, 1997. Mitchell, R and Min Aun Wu, J (eds), Facing the Challenge in the Asia Pacific Region: Contemporary Themes and Issues in Labour Law, Centre for Employment and Labour Relations Law, Melbourne, 1997. O'Donnell, A and Johnstone, R, Developing a Cross-Cultural Law Curriculum, Cavendish Publishing, Sydney, 1997. Ramsay, I (ed), Corporate Governance and the Duties of Company Directors, Centre for Corporate Law and Securities Regulation, Melbourne, 1997. Ramsay, I, Ford, H A J and Austin, R P, Ford's Principles of Corporations Law, 8th ed, Butterworths, Sydney, 1997. Saunders, C and Hassall, G (eds), Asia-Pacific Constitutional Yearbook, Centre for Comparative Constitutional Law, University of Melbourne, Melbourne, 1997. Taylor, V (ed), Asian Law Through Australian Eyes, LBC Information Services, Sydney, 1997. Telfer, J, Box, A and Morrison, I, Wills, Probate and Administration in Victoria, LBC Information Services, Sydney, 1997. Vranken, M, Fundamentals of European Civil Law, Federation Press, Sydney, 1997. Chapters in Books Biddulph, S, "The legal structure of decision making in Chinese police enforcement powers: some preliminary issues" in V Taylor (ed), Asian Law Through Australian Eyes, LBC Information Services, Sydney, 1997, 207-238. Chapman, A, "The messages of subordination contained in anti-discrimination statutes" in G Mason and S Tomsen (eds), Homophobic Violence, Hawkins Press, Sydney, 1997, 58-76. Cooney, S, "Taiwan's emerging liberal democracy and the constitutional review" in V Taylor (ed), Asian Law Through Australian Eyes, LBC Information Services, Sydney, 1997, 163-184. Cooper, G, "Conflicts, challenges and choices - the rule of law and anti-avoidance rules" in G Cooper (ed), Tax Avoidance and the Rule of Law, IBFD Publications, Amsterdam, 1997, 13-52. Cooper, G, "The effect of income tax on corporate tax compliance" in J Head and R Krever (eds), Company Tax Systems, Australian Tax Research Foundation, Sydney, 1997, 341-378. Edwards, J, "Rights and duties of teachers as employees" in J Edwards, A Knott and D Riley (eds), Australian Schools and the Law, LBC Information Services, Sydney, 1997, 32-55. Edwards, J, "Legislation to outlaw discrimination and promote equal opportunity" in J Edwards, A Knott and D Riley (eds), Australian Schools and the Law, LBC Information Services, Sydney, 1997, 56-77. Edwards, J, "Termination of employment" in J Edwards, A Knott and D Riley (eds), Australian Schools and the Law, LBC Information Services, Sydney, 1997, 136-149. Edwards, J and Shorten, A, "Schools and access to information legislation" in J Edwards, A Knott and D Riley (eds), Australian Schools and the Law, LBC Information Services, Sydney, 1997, 231-244. Edwards, J, "Education and the constitution" in J Edwards, A Knott and D Riley (eds), Australian Schools and the Law, LBC Information Services, Sydney, 1997, 274-292. Hassall, G, "Constitutional trends in Asia" in V Taylor (ed), Asian Law Through Australian Eyes, LBC Information Services, Sydney, 1997, 113-132. Hunter, R and Mack, K, "Exclusion and silence: procedure and evidence" in N Naffine and R J Owens (eds), Sexing the Subject of Law, LBC Information Services, Sydney, 1997, 171-192. Johnstone, R, "Occupational health and safety prosecutions in Australia: rethinking state enforcement of occupational health and safety statutes" in R Mitchell and J Min Aun Wu (eds), Facing the Challenge in the Asia Pacific Region: Contemporary Themes and Issues in Labour Law, Centre for Employment and Labour Relations Law, Melbourne, 1997, 193-214. Lindell, G, "Judicial review of international affairs" in B R Opeskin and D R Rothwell (eds), International Law and Australian Federalism, Melbourne University Press, Melbourne, 1997, 160-209. Lindsey, T, "Paradigms, paradoxes and possibilities" in V Taylor (ed), Asian Law Through Australian Eyes, LBC Information Services, Sydney, 1997, 90 -112. Luntz, H, "Heart valves, class actions and remedies: lessons for Australia?" in N J Mullany (ed), Torts in the Nineties, LBC Information Services, Sydney, 1997, 72-100. Mathew, P, "Human rights" in S Blay, R Piotrowicz and B M Tsamenyi (eds), Public International Law: An Australian Perspective, Oxford University Press, Melbourne, 1997, 271-300. McCormack, T L H, "From Sun Tzu to the Sixth Committee: the evolution of an international criminal law regime" in T L H McCormack and G J Simpson (eds), The Law of War Crimes: National and International Approaches, Kluwer Law International, The Hague, The Netherlands, 1997, 31-64. McCormack, T L H and Simpson, G J, "Achieving the promise of Nuremberg: a new international criminal law regime" in T L H McCormack and G J Simpson (eds), The Law of War Crimes: National and International Approaches, Kluwer Law International, The Hague, The Netherlands, 1997, 229-254. McCormack, T L H, "The use of force" in S Blay, R Piotrowicz and B M Tsamenyi (eds), Public International Law: An Australian Perspective, Oxford University Press, Melbourne, 1997, 238-270. Morgan, J, "Sexual harassment: where did it go in 1995?" in J Mead (ed), Bodyjamming, Random House Australia, Sydney, 1997, 101-116. Patmore, G, "Identifying rights for the 21st century" in G Galligan and C Sampford (eds), Rethinking Human Rights, Federation Press, Sydney, 1997, 97-119. Pryles, M, "Australia" in M Pryles (ed), Dispute Resolution in Asia, Kluwer Law International, The Hague, 1997, 324. Ramsay, I, "The corporate governance debate and the role of directors’ duties" in I Ramsay (ed), Corporate Governance and the Duties of Company Directors, Centre for Corporate Law and Securities Regulation, Melbourne, 1997, 2-15. Ramsay, I, Lange, H and Woo, L-A, "Takeover defence decisions: A study of the impact of management and large shareholder ownership" in G Griffin (ed), Management Theory and Practice, Macmillan, Melbourne, 1997, 315-341. Saunders, C and Hassall, G, "Trends in Asia-Pacific Constitutions in 1995" in C Saunders and G Hassall (eds), Asia-Pacific Constitutional Yearbook, Centre for Comparative Constitutional Law, University of Melbourne, Melbourne, 1997, 344. Saunders, C, "Past, present and future" in M Coper and G Williams (eds), Power, Parliament and the People, Federation Press, Sydney, 1997, 223. Saunders, C, "The constitutional framework and the fiscal structure of federation" in C Fletcher (ed), Federalism in the Northern Territory, North Australia Research Unit, Australian National University, Darwin, 1997, 106. Skene, L and Millwood, S, "Uninformed consent to medical procedures: the current law in Australia, doctors’ knowledge of the law and their practice in informing patients" in L Shotton (ed), Health Care, Law and Ethics, Social Science Press Australia, Katoomba, 1997. Smith, M, "Australian perspectives on Asian law: directions for the next decade" in V Taylor (ed), Asian Law Through Australian Eyes, LBC Information Services, Sydney, 1997, 3-16. Smith, M, "Private law and public control of commercial activity in Japan - the role of the Codes" in J Gillespie (ed), Commercial Legal Development in Vietnam: Vietnamese and Foreign Commentaries, Butterworths Asia, Singapore, 1997, 261-276. Taylor, V, "Beyond legal orientalism" in V Taylor (ed), Asian Law Through Australian Eyes, LBC Information Services, Sydney, 1997, 47-64. Taylor, V, "Lawyer's culture" in K Laster (ed), Law as Culture, Federation Press, Sydney, 1997, 321-343. Taylor, V, "Regional trade arrangements: recognising the legal dimensions of APEC" in S Scott and A Bergin (ed), International Law and Australian Security, Australian Defence Studies Centre, Canberra, 1997, 39-58. Taylor, V L and Pryles, M, "The cultures of dispute resolution in Asia" in M Pryles (ed), Dispute Resolution in Asia, Kluwer Law International, The Hague, The Netherlands, 1997, 324. Triggs, G, "Australia's war crimes trials: all pity choked" in T L H McCormack and G Simpson (eds), The Law of War Crimes: National and International Approaches, Kluwer Law International, The Hague, The Netherlands, 1997, 123-150. Waugh, J, "Australia" in C Saunders and G Hassall (eds), Asia-Pacific Constitutional Yearbook, Centre for Comparative Constitutional Studies, Melbourne, 1997, 31-50. Refereed Journal Articles Barty, A and Christie, A, "Some suggestions for simplifying the Australian copyright legislation" (1997) 8 (1) Australian Intellectual Property Journal 31-60. Biddulph, S, "Law reform in China" (1997) 21 (4) Alternative Law Journal 178-184,190. Bird, H L, "A spanner in the works: the impact of Mesenberg v Cord Industrial Recruiters on enforcement rights under the Corporations Law" (1997) 25 (3) Australian Business Law Review 179-189. Brennan, D J and Christie, A F, "Patent claims for analogous use and the threshold requirement of inventiveness" (1997) 25 (2) Federal Law Review 237-262. Brown, C, "Facilitating joint implementation under the framework convention on climate change: toward a greenhouse gas emission reduction protocol" (1997) 14 (5) Environmental and Planning Law Journal 356-367. Chandra-Shekeran, S, "Theorising the limits of the 'sadomasochistic homosexual' identity in R v Brown" (1997) 21 (2) Melbourne University Law Review 584-600. Chapman, A, "Termination of employment under the Workplace Relations Act 1996 (Cth)" (1997) 10 (1) Australian Journal of Labour Law 89-111. Chesterman, S, "Never again...and again: law, order, and the gender of war crimes in Bosnia and beyond" (1997) 22 (2) The Yale Journal of International Law 299-343. Chesterman, S, "Beyond fusion fallacy: The transformation of equity and Derrida's 'the force of law'" (1997) 24 (3) Journal of Law and Society 350-376. Christie, A and Fong, K, "Copyright protection for non-code elements of software" (1997) 7 (2) Journal of Law and Information Science 149-168. Cooney, S, "Why Taiwan is not Hong Kong: a review of the PRC's 'one country two systems' model for reunification with Taiwan" (1997) 6 (3) Pacific Rim Law and Policy Journal 497-548. Davies, M, "Common law liability of statutory authorities" (1997) 27 (1) The University of Western Australia Law Review 21-43. Davies, M, "Just (don't) do it: ethics and international trade" (1997) 21 (2) Melbourne University Law Review 601-620. Fehlberg, B, "Women in "family" companies: English and Australian experiences" (1997) 15 (6) Company and Securities Law Journal 348- 365. Fehlberg, B, "Money and marriage: Sexually transmitted debt in England" 1997 (11) International Journal of Law, Policy and the Family 320-343. Garwood, M, "Bankers and borrowers: mediation of failed transactions" (1997) 8 (2) Australian Dispute Resolution Journal 93-102. Greenberg, N, "The rhetoric of risk - a dialogue about HIV, sex workers and the law" (1997) 22 (1) Alternative Law Journal 11-16. Hanrahan, P F, "The proposed suitability requirement for on-exchange derivatives markets: a critical analysis" (1997) 8 (1) Journal of Banking and Finance Law and Practice 5-22. Hanrahan, P F, "Distinguishing corporate and personal claims in Australian company litigation" (1997) 15 (1) Company and Securities Law Journal 21-43. Hassall, G, "Democracy in Asia revisited" (1997) 21 (2-3) Asian Studies Review 2-18. Hunter, R and Leonard, A, "Sex discrimination and alternative dispute resolution: British proposals in the light of international experience" [1997] Public Law 298-314. Johnstone, R, Patterson, J and Rubenstein, K, "Improving feedback assessment in law" (1997) 8 Legal Education Review 267-280. Lambiris, M, "Australia's new consumer credit legislation" (1997) 13 (1) Banking and Finance Law Review 133-159. Lanham, D, "The Chinese criminal procedural law: a comparative review" (1997) 4 (1) Global Journal on Crime and Criminal Law 37-47. Lindell, G, "Theophanous and Stephens Revisited" (1997) 20 (1) The University of New South Wales Law Journal 195-203. Luntz, H, "Cheques as mandates and as bills" (1997) 12 (2) Banking and Finance Law Review 189-219. McCormack, T L H, "Selective reaction to atrocity: war crimes and the development of international criminal law" (1997) 60 (3) Albany Law Review 681-732. McCormack, T L H, "A non-liquet on nuclear weapons: the ICJ avoids the application of general principles of international humanitarian law" (1997) International Review of the Red Cross 76-91. McCormack, T, "From Solferino to Sarejevo: a continuing role for international humanitarian law" (1997) 21 (2) Melbourne University Law Review 621-649. McKenzie, F, "The Immigration Review Tribunal and government policy: to follow or not to follow?" (1997) 4 (3) Australian Journal of Administrative Law 117-139. Megens, P, "Construction risk and project finance - risk allocation as viewed by contractors and financiers" (1997) 14 (1) International Construction Law Review 5-32. Mitchell, R, Naughton, R and Sorensen, R, "The law and employee participation - evidence from the Federal enterprise agreements process" (1997) 39 (2) The Journal of Industrial Relations 196-217. Mitchell, A, "The jurisdictional basis of trade secrets actions: economic and doctrinal considerations" (1997) 8 (3) Australian Intellectual Property Law Journal 134-150. Morgan, J, "Provocation law and facts: dead women tell no tales, tales are told about them" (1997) 21 (1) Melbourne University Law Review 237-276. Morgan, W, "A queer kind of law: the senate inquires into sexuality" (1997) 2 International Journal of Discrimination and the Law 317-348. Naughton, R, "Sailing into uncharted seas: the role of unions under the Workplace Relations Act 1996 (Cth)" (1997) 10 (1) Australian Journal of Labour Law 112-132. Otto, D, "Rethinking the 'universality' of human rights law" (1997) 29 Columbia Human Rights Law Review 1. Otto, D, Mathew, P and Walker, K, "Introduction: symposium: feminist interventions in international law" (1997) 19 (1) Adelaide University Law Review 1-12. Palmer, A, "Child sexual abuse prosecutions and the presentation of the child's story" (1997) 23 (1) Monash University Law Review 171-199. Palmer, A, "Guilt and the consciousness of guilt: the use of lies, flight and other 'guilty behaviour' in the investigation and prosecution of crime" (1997) 21 (1) Melbourne University Law Review 96-148. Patmore, G and Whyte, J D, "Imagining constitutional crises: power and (mis)behaviour in republican Australia" (1997) 25 Federal Law Review 181-203. Raff, M, "Ten principles of quality in environmental impact assessment" (1997) 14 (3) Environmental and Planning Law Journal 207-221. Ramsay, I and Hoad, R, "Disclosure of corporate governance practices by Australian companies" (1997) 15 (8) Company and Securities Law Journal 454-470. Ramsay, I and Stapledon, P, "Research note: a citation analysis of Australian law journals" (1997) 21 (2) Melbourne University Law Review 683-700. Richardson, M, "The Privy Council and New Zealand" (1997) 46 International and Comparative Law Quarterly 908-918. Richardson, M, "Freedom of political discussion and intellectual property law in Australia" (1997) 19 (11) European Intellectual Property Review 631-635. Rubenstein, K, "Citizenship and the constitutional convention debates: A mere legal inference" (1997) 25 (2) Federal Law Review 296-316. Rubenstein, K, "Erring on the side of destruction? Administrative law principles and disposal practices under the Archives Act 1983 (Cth)" (1997) 4 (2) Australian Journal of Administrative Law 78-91. Rubenstein, K, "Legal foundation of citizenship in Australia" [1997] Journal of Foreign Law 19-26. Skene, L, "When can doctors treat patients who cannot or will not consent?" (1997) 23 (1) Monash University Law Review 77-91. Skene, L, "Negligent diagnosis and treatment - Bolam in Victoria" (1997) 5 (2) Tort Law Review 97-101. Skene, L, "Access to and ownership of blood samples for genetic tests: Guthrie spots" (1997) 5 (2) Journal of Law and Medicine 137-142. Stapledon, G P and Lawrence, J, "Board composition, structure and independence in Australia's largest listed companies" (1997) 21 (1) Melbourne University Law Review 150-186. Stern, S, "Judgments in foreign currencies: a comparative analysis" [1997] Journal of Business Law 266-288. Tabalujan, B S, "Indonesia's new capital market law" (1997) (Jan) Asia Business Law Review 14-21. Taylor, V, "Consumer contract governance in a deregulating Japan" (1997) 27 (1) Victoria University of Wellington Law Review 99-120. Taylor, V L, "Contracts with the lot: franchises, good faith and contract regulation" [1997] New Zealand Law Review 423-530. Tehan, M, "Indigenous peoples, access to land and negotiated agreements: experiences and post-Mabo possibilities for environmental management" (1997) 14 (2) Environmental and Planning Law Journal 114-134. Telfer, J, "Uncertified shares meet capital gains tax - not love at first sight" (1997) 5 (2) Current Commercial Law 76-83. Tilbury, M, "Non-economic loss and personal injury damages: a comment on the Law Commission's Consultation Paper" (1997) 5 (1) Tort Law Review 62-74. Triggs, G, "Confucious and consensus: international law in the Asian Pacific Region" (1997) 21 (2) Melbourne University Law Review 650- 675. Triggs, G, "The framework convention on climate change: enforcement and Australian business" (1997) 16 (2) Australian Mining and Petroleum Law Journal 134-140. Walker, K, "Persona designata, incompatibility and the separation of powers" (1997) 8 (3) Public Law Review 153-169. Waugh, J, "Framing the first Victorian constitution, 1853-5" (1997) 23 (2) Monash University Law Review 331-361. Wood, D, "Reductivism, retributivism, and the civil detention of dangerous offenders" (1997) 9 (1) Utilitas 131-146. Woodward, S, "‘Ultra vires’ over simplified - changes to company powers under the Second Corporate Law Simplification Bill" (1997) 15 (3) Company and Securities Law Journal 162-173. Articles in an unrefereed journal (including articles in professional journals) Biddulph, S, "Legal reforms in China's foreign trade law" (1997) 2 (2) Biz Insight 36-37. Chapman, A, "Discrimination in restructuring and downsizing" (1997) 3 (4) Human Resources Law Bulletin 40-42. Fehlberg, B, "Violence and sexually transmitted debt" (1997) 3 (2, 3) Current Family Law 76-81, 123-128. Malkin, I, "Australia- not giving up the fight: prisoner's litigation continues" (1997) 3 (2/3) Canadian HIV-AIDS Policy and Law Newsletter 32-33. Naughton, R, "Employee involvement and non-unionised bargaining - the need for new forms of collective representation" (1997) 2 (2/3) Employee Relations Brief 34-36. Sneddon, M, "Revolution in electronic money and payments" (1997) 12 (8) Banking Law Bulletin 141-144, 156. Stapledon, G and Lawrence, J, "Research takes an independent view" (1997) (Jan-Mar) Journal of the Securities Institute of Australia 6-7. Taylor, V, "Foreign law through the internet: Australia" (1997) 42 (5) Hogaku Seminaa [Law Seminar] 128-131. Telfer, J and Brougham, P, "The tax treatment of buying and selling" (1997) 5 (2) Taxation in Australia - Red Edition 193-200. Triggs, G, "Joint development agreements in the Asian region: a creative response to maritime boundary disputes" (1997) (33) International Law News 9-22. Triggs, G, "Human rights implementation in Asia: is it any different?" (1997) 6 (3) Human Rights Defender 5-7. Waugh, J, "Interpreting the constitution" (1997) 6 (1) Res Publica 5-8,14. Letter or note in a journal controlled by an editorial board Davies, M, "A curate's egg: good in parts - Akai Pty Ltd v People's Insurance Co Ltd" (1997) 25 (3) Australian Business Law Review 215-221. Hanks, F, "Unlocking the infrastructure: the reform of public utilities in Australia" (1997) 12 (4) Policy 51-53. Luntz, H, "The Damages Lottery by P S Atiyah" (1997) 5 (3) Torts Law Journal 287-291. Malkin, I, "Torts in the nineties" (1997) 21 (2) Melbourne University Law Review 746-754. Maroulis, P, "H v Black" (1997) 21 (2) Melbourne University Law Review 716 - 721. O'Donnell, A, "The Principles of Unemployment Law by Rohan Price" (1997) 21 (1) Melbourne University Law Review 359-376. Otto, D, "Book review: NGOs, the UN, and Global Governance, and The Conscience of the World - the Influence of Non-Governmental Organisations in the UN System" (1997) 91 (1) American Journal of International Law 195-198. Reinhardt, G, "Choice of law and the Insurance Contracts Act 1984" (1997) 12 (4) Australian Insurance Law Bulletin 25-27. Reinhardt, G, "Reinstatement v indemnity" (1997) 12 (4) Australian Insurance Law Bulletin 28-30. Reinhardt, G, "Rybak v Sennah Pty Ltd" (1997) 12 (4) Australian Insurance Law Bulletin 36. Reinhardt, G, "Wallis and the insurance industry" (1997) 12 (6) Australian Insurance Law Bulletin 49-56. Reinhardt, G, "Report on liability of health service providers" (1997) 12 (7) Australian Insurance Law Bulletin 59-60. Reinhardt, G, "Does the TPA permit recovery of claims for personal injury?" (1997) 12 (8) Australian Insurance Law Bulletin 69-70. Reinhardt, G, "A R Griffiths & Sons Pty Ltd v Richards" (1997) 12 (8) Australian Insurance Law Bulletin 71-72. Reinhardt, G, "Casenotes" (1997) 6 (4) Journal of Judicial Administration 208-13. Reinhardt, G, "Editorial" (1997) 7 (1) Journal of Judicial Administration Reinhardt, G, "Duty of care owed by builders" (1997) 71 (1) Law Institute Journal 49-50. Reinhardt, G, "Sales tax: recoverable as an unfair preference?" (1997) 71 (4) Law Institute Journal 63-4. Reinhardt, G, "What is good consideration for a guarantee?" (1997) 71 (6) Law Institute Journal 65-66. Reinhardt, G, "Testator's family maintenance does not extend to step-children" (1997) 71 (7) Law Institute Journal 68-69. Reinhardt, G, "Australia is effectively one jurisdictional area" (1997) 71 (8) Law Institute Journal 68-69. Reinhardt, G, "Jurisdiction to interfere with decision of domestic tribunal" (1997) 71 (9) Law Institute Journal 80-81. Reinhardt, G, "The Court of Appeal's approach to preliminary discovery" (1997) 71 (10) Law Institute Journal 69-70. Reinhardt, G, "Assignment of the benefit of guarantee" (1997) 71 (11) Law Institute Journal 66-67. Reinhardt, G, "Civil proceedings against prosecutors" (1997) 71 (12) Law Institute Journal 76-77. Saunders, C, "Fragile bastion - judicial independence in the 1990s and beyond" (1997) 71 (8) Australian Law Journal 639-641. Skene, L, "Humane Medicine by Miles Little" (1997) 4 (4) Journal of Law and Medicine 402-404. Taylor, V, "Encountering the social divide: status discrimination in Japan" (1997) (6/7) Asia Pacific Magazine 39-40. Tehan, M, "Indigenous history, culture and resolution of contemporary land use disputes after Wik: giving native title form and substance" (1997) 21 (1) Melbourne University Law Review 377-390. Tehan, M, "Wik Peoples v Qld, Thayorre People v Qld" (1997) 21 (1) Melbourne University Law Review 343-358. Triggs, G, "Polar regions and the development of international law" (1997) 18 Australian Year Book of International Law. Vranken, M, "The Anatomy of Tort Law by P Cane" (1997) 5 (3) Torts Law Journal 292-294. Other contribution to a refereed journal Chapman, A, "Federal industrial relations law and sexuality: legislative note" (1997) 7 Australasian Gay and Lesbian Law Journal 57-68. Davies, M, "Australian Maritime Law Decisions 1996" [1997] Lloyds' Maritime and Commercial Law Quarterly 432-449. Hassall, G, "Developments: Asia" (1997) 8 (2) Public Law Review 130-133. Hassall, G, "Developments: Asia" (1997) 8 (4) Public Law Review 279-280. Luntz, H, "Damages for voluntary services provided by a tortfeasor" (1997) 113 Law Quarterly Review 201-207. Naughton, R, "Malik v Bank of Credit and Commerce International SA (in liq)" (1997) 10 (3) Australian Journal of Labour Law 287-291. Opie, H, "Referee liability in sport: negligent rule enforcement and Smoldon v Whitworth" (1997) 5 (1) Torts Law Journal 17-26. Palmer, A, "R v Elliot" (1997) 21 (1) Melbourne University Law Review 331-342. Richardson, M, "Revisiting Strict Product Liability: Taking Law and Economics Further" (1997) 35 (1) Osgoode Hall Law Journal 195-207. Sneddon, M, "Cyberbanking: remote banking using the internet" (1997) 25 (1) Australian Business Law Review 64-67. Tilbury, M, "Exemplary damages in negligence claims" (1997) 5 (2) Tort Law Review 85-90. Vranken, M, "Negligent solicitors and compensation for economic loss: Hill v Van Erp" (1997) 5 (1) Torts Law Journal 1-6. Walker, S, "Defamation law reform: the New South Wales Defamation Bill 1996 and the Australian Capital Territory's Defamation Report" (1997) 5 (1) Torts Law Journal 88-101.
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