Book – Corporate Law and Governance in the 21st Century

Editor: Rosemary Langford
Publisher: The Federation Press
Reviewer: Dan Butler KC

Corporate Law and Governance in the 21^st Century is a collection of essays in honour of Professor Ian Ramsay AO. Professor Ramsay is the Redmond Barry Distinguished Professor Emeritus at the University of Melbourne Law School. He has published extensively on corporate law and governance and contributed to the learning in this field for decades. This text, edited by Rosemary Langford, honours his contribution.

The text contains eleven essays by highly regarded authors. Each essay addresses important and topical issues in corporate law and governance.  As the Honourable Pat Keane AC KC observes in his essay, “[c]orporations are now the principal vehicles of the global economy.” This serves to highlight the importance of research and critical thought in this area. 

The topics addressed in the essays range from aspects of the doctrine in Salomon v Saloman; the liability of beneficiaries in insolvent commercial trusts; the history of corporate regulation and regulators in Australia; whether corporate and financial services legislation would be better served by focussing on normative standards of behaviour, rather than a series of complex sections, with complex exceptions; the obligation of directors to consider the interests of creditors in financially distressed companies; the role of directors as monitors in collective investment schemes; the failure of corporate law reform in Australia, focusing on the current state of reform and the reforms from the past 20 years; the importance of digital finance to ‘financial ecosystems,’ including how financial reforms from the GFC functioned during the pandemic; whether directors’ duties might include an obligation to use artificial intelligence; the challenge of using technological innovation, such as virtual shareholder meetings, to engage with the corporation; and issues in the area of consumer credit and financial hardship.

As noted in the introduction to the text, a number of themes emerge from the essays, namely, (1) the impact of environmental, social and governance issues on financial regulation, corporate governance and shareholders; (2) the statutory and general law duties of care and to act in good faith in the interests of the corporation; (3) the complexity of corporations law; (4) the impact of the pandemic on corporate law, governance and financial regulation; and (5) the impact of technology on financial regulation, corporate governance, consumer credit protection and ASIC’s regulatory strategies.

The Honourable Kenneth Hayne AC KC says in the foreword to the text that “All of the essays collected here will provoke further thought and reflection. And every one of the essays in this work can be seen to build upon or respond to issues which Ian Ramsay has thought about, written or spoken about during his long and distinguished career.”

Corporate Law and Governance in the 21^st Century is indeed a thought provoking book and a fitting tribute to Professor Ramsay’s work and contribution to this field. It is available for $180 direct from the publisher.