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14 Sydney L. Rev. 474 (1992)
Corporate Law in the Age of Statutes

handle is hein.journals/sydney14 and id is 482 raw text is: Corporate Law in the Age of Statutes IAN RAMSAY I. Introduction Professor Finn writes that Australians were born to statutes.' From the time of white settlement, our laws were derived largely from statutes.2 Even if this was not the history of Australian law, it is now very clear that the way in which significant social problems are resolved is through legislation rather than the courts. In the words of one commentator if law constitutes governmental social control, today legislation embodies its usual form? Nowhere is this more evident than in corporate law. This area of Australian law has been dominated by statutes since its earliest days4 The tradition of rule by statutes has continued and expanded in recent times given that corporate law reform is now a major priority for the federal government.s During 1991, the first year of operation of the national companies scheme, there occurred significant law reform dealing with insider trading, consolidated accounts, corporate fund raising and unlisted property trusts. Further reforms (contained in the Corporate Law Reform Bill 1992) are expected in the areas of loans to directors and other related party transactions, insolvency and directors' duties.6 Accompanying this significant amount of law reform has been a debate concerning the drafting of corporate law statutes. This debate has revolved * Senior Lecturer in Law, University of New South Wales I Firm, P, Statutes and the Common Law (1992) 22 WALR 7 at 8. 2 Ibid. 3 Seidman, R B, Justifying Legislation: A Pragmatic, Institutionalist Appoach to the Memorandum of Law, Legislative Theory, and Practical Reason (1992) 29 Harv J Leg I at2. 4 McQueen, R, Limited Liability Company Legislation - The Australian Experience (1991) 1 AustJCorpL22. 5 The Attomey-General has stated: ... this Government is committed to an ongoing program of key law reform. This will involve a major review of the substantive companies and securities laws over the next few years ... It is an ambitious program. It must be: for too long important law reform was not undertaken under the former co-operative scheme. The development of laws which establish proper standards of corporate and market behaviour, that are capable of being enforced effectively, and that will restore the confidence in Australian markets for both Australian and foreign investors, is essential to our future economic prosperity. Second Reading Speech by the Attorney-General, Michael Duffy, Corporations Legislation Amendment Bill 1991.29 May 1991. 6 Based upon the reports of the Companies and Securities Advisory Committee, Reform of the Law Governing Corporate Financial Transactions (1991). the Law Reform Commission (Australia), General Insolvency Inquiry (Report No 45, 1988) and the Senate Standing Committee on Legal and Constitutional Affairs, Company Directors' Duties - Report on the Social and Fiduciary Duties and Obligations of Company Directors (1989), respectively.

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