Directors’ duties can be classified into two themes: duties in relation to care and skill, and duties in relation to loyalty and good faith. This chapter is the first of two chapters addressing the duties of loyalty and good faith. These duties fall into two categories: those concerned with the way in which directors exercise the powers and discretions vested in them, and those concerned with the standard of conduct expected from directors. This chapter will focus on the first category, which includes the duty to act bona fide in the best interests of the company and for proper purposes, its counterpart in s 181 of the Corporations Act, and the limitations on directors not to fetter the future exercise of their discretions.

This chapter starts with a discussion of the general law in relation to the duty to act bona fide in the best interests of the company and for proper purposes. The discussion examines how the law developed historically and how it exists today. It then considers s 181 of the Corporations Act, before moving to consider alternative approaches to this area of law, which demonstrate a development of the stakeholder approach to corporate theory.

This chapter discusses techniques to measure uncertainty/risk and to make decisions that explicitly take risk into consideration. The chapter also discusses how to use principles of statistics and optimization in advanced decision-making techniques such as stochastic programming, flexibility analysis, and Bayesian optimization.

The Australian Professional Standards for Teachers (APST), as introduced in Chapter 1, require that teachers not only know the content and how to teach it, but also know their students and how they learn. This chapter introduces the concept of pedagogy and examines the centrality of relationships between teacher, student and content, as a defining feature of pedagogy. Pedagogy is the most outward expression of how a teacher considers that teaching and learning best take place. Teachers should always base their decisions on ‘how’ to teach on their understanding of how the students in their class learn best. This involves a number of considerations, such as their stage of development (physical, cognitive and social), individual interests and preferred ways of learning. A number of different pedagogical frameworks are explored in the chapter, which concludes with a discussion of some of the key elements of exemplary teaching and how these elements are embedded in pedagogy.

Planning for learning is essential for creating environments conducive to deep learning and to developing student understandings. Standard 3 of the Australian Professional Standards for Teachers (APST) specifies the need for all graduate teachers to be able to ‘plan for and implement effective teaching and learning’. Quality planning involves the systematic use of feedback data to design activities that encourage the assimilation and synthesis of information, leading to the creation of new understandings. Student learning should always be the goal.

The objective of this chapter is to define socio-dramatic play from a cultural-historical perspective and to describe how teachers can become co-players with children in their play. To do this we present case studies from research and a pedagogical toolbox to support children’s participation, learning and development. The chapter begins by outlining children’s socio-dramatic play using a cultural-historical perspective to focus on interactions in shared play. In socio-dramatic play, imagination and creativity are central as children create narratives together. Play creates conditions for children to express and construct meaning with others and to become co-players in a shared imagined world. Adults in early childhood settings traditionally support children’s play by planning, resourcing and observing, although their role as co-player is less understood.

This chapter discusses laws and arrangements that impose obligations upon intermediaries to achieve some protection of clients involved in financial product transactions. We have already encountered some intermediaries who provide financial services in Chapter 17—the brokers who participate in the ASX markets. However intermediaries are usually involved in transactions involving financial products, so the range of people who are involved in, or who can influence financial product transactions is much wider and clearly includes financial advisers. Now we examine how the activities of some people in this diverse group are regulated to achieve a measure of investor protection.

The question of regulation of financial advice and financial services has been contentious in Australia over the last two decades. Following several large financial collapses, it is now recognised that the quality of financial advice in Australia is often poor, particularly to retail and other non-professional investors.

First, this chapter canvasses the history of the fiduciary obligation as it applies to the director–company relationship. The fiduciary obligation includes two duties: a duty of loyalty and a duty to account for benefits gained—more informally termed the ‘no conflict’ and ‘no profit’ rules. This chapter then discusses examples of the ‘no conflict’ and ‘no profit’ rules from case law, and the modern exceptions to this general principle on the basis of commercial realities, such as the business opportunity rule. It then considers ss 182–3 of the Corporations Act which deal with a director’s misuse of information or position to gain an advantage for themselves or others, or to cause detriment to the company. While there is a clear relationship between these sections and the ‘no profit’ rule, they have developed differently since enactment as legislative provisions. This chapter then considers the requirements for directors to disclose their material personal interests under ss 191–195, and the inconsistent treatment of the disclosure requirements with the ability of a fiduciary to seek the fully informed consent of the company in general meeting. Finally, this chapter considers the protection afforded to members of a public company under ch 2E of the Corporations Act for related party transactions.

In this chapter we extend the role of asymmetric c-command still further, showing how it can derive the linear order of terminal nodes by the Linear Correspondence Axiom (LCA). We start by looking at how X′-theory can be parametrised so as to provide an account of cross-linguistic word-order variation in terms of the Head Parameter, before moving on to the c-command-based theory of linear order based on the LCA. We then look at the consequences of LCA-based theory for the analysis of cross-linguistic word-order variation.

Here we first look carefully at how Featural Relativised Minimality applies to wh-movement. This leads to a discussion of the relation between phases and Featural Relativised Minimality. We consider whether it is possible or desirable to reduce phase-based locality to Relativised Minimality or vice versa.

Education changes lives. It opens doors and provides us with the skills and dispositions to achieve what we believe in. But not all students flourish in their educational settings. The ways students experience their education are shaped by the differences among them. Despite many years of equity-based reform in schools, the children most at risk of educational alienation, failure or withdrawal in the third decade of the twenty-first century are, for the most part, the same children who were most at risk 50 and 100 years ago. Children from low socioeconomic backgrounds, rural and isolated areas, non-dominant cultural, language, or religious groups, students with disabilities, and many who don’t fit the stereotypes associated with a particular subject area, gender or culture have been shown to experience schools as places of alienation, not as places of growth, opportunity and learning. Issues of sexual and gender identity, mental health, and instability of citizenship, housing, and employment combine to make the situation even more complex.

In this book, we have mostly depicted companies as legal actors in their own right that act through certain human agents. In this chapter, our focus changes: we now think of companies as things that may be owned and controlled. Nevertheless, the motivations of human agents remain at the forefront. Some of the law that we encountered in previous chapters will be relevant here, because it regulates the behaviour of the human protagonists; for example, the law on directors’ duties. However, the law of takeovers in Australia is a special body of law. This law is set out in chs 6, 6A, 6B and 6C of the Corporations Act, together with a unique dispute resolution system that diverts disputes away from the courts and into an administrative body—the Takeovers Panel (‘the Panel’)—during the life of a takeover bid. The decision-making of the Panel is guided by policy and commerciality, rather than legal doctrine.

This chapter discusses the legal capacity of a company to enter contracts. We discuss how companies enter contracts through agents and the statutory assumptions that protect third parties when dealing with companies. We also discuss pre-incorporation contracts.

There are several competing policy issues in this area of law. It is important that companies can enter contracts easily and be bound by their obligations. It is also important that third parties are not prejudiced if the internal requirements of a company in terms of capacity or authority to act as the company are not complied with. Both the law of contract and the Corporations Act seek to balance these issues—sometimes in interesting ways. It is useful to keep these policy perspectives in mind when studying this area of law.

Corporate law, like all law, has a context; indeed, it has many contexts. To understand corporate law today, we need to appreciate the forces—social, political, economic, global and local— which shape that law. Modern corporations and contemporary Australian corporate law should be understood as a product of, and a compromise between, various social, economic and legal ideas and philosophies. This is the focus of the first two chapters of this book.

In this chapter, we ask the reader to temporarily postpone the quest for a more detailed explanation of the legal concepts that are introduced. We will come back to examine these concepts in detail elsewhere in the book.