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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
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),

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