1) Discuss the difference between compulsory and voluntary winding up. Your answer must include discussion on the most common ground for compulsory winding up, insolvency, and the legal manner in which it can be shown.

2) Discuss the role and powers of a liquidator during winding up.

3) The indoor management rule is said to be a rule of business convenience. Explain, with reference to relevant precedents, the operation of the indoor management rule.

4) Explain, with reference to relevant precedents, the duty of a director to use their power for a proper purpose.

5) When a director breaches the duty of care and diligence, they may avoid liability by relying on the reasonable reliance defence. Explain the operation of this defence with reference to relevant precedents.

6) Explain the manner in which shareholders are protected from variation or cancellation of share rights.

7) A minority shareholder may not always be able to sell their shares and leave a company. The oppression remedy may be helpful to minority shareholders in certain situations. Explain the meaning of oppressive conduct under the Corporations Act and discuss examples of oppressive conduct.

8) Discuss, with reference to relevant precedents, the significance and operation of the indoor management rule.

9) Once a statutory demand is served on a company under Pt 5.4 of the Corporations Act a company may be on its way to being wound up. Discuss a company's options under the Corporations Act once served with a statutory demand.

10) A director can be personally liable for a company's debt when insolvent trading laws are breached. Using the Corporations Act and relevant case law, explain what "insolvent" means and the legal test for insolvency.

11) In ASIC v Mariner Corporation Ltd [2015] FCA 589 at [452], the court observed that: "The very nature of commercial activity necessarily involves uncertainty and risk taking ... a failed activity pursued by the directors which causes loss to the company does not of itself

establish a contravention of s 180."

• Do you agree? Critically analyse the judicial statement above and discuss the legal test for directors' liability for breach of duty of care and diligence with reference to the Corporations Act 2001 (Cth) and relevant precedents. (10 marks)

12) Discuss, with reference to the Corporations Act 2001 (Cth) and relevant precedents, the legal ways in which directors can avoid liability for breach of the duty of care and diligence.

13) In Cadence Asset Management Pty Ltd v Concept Sports Ltd (2005) 55 ACSR 145 the following judicial observation was made:

Vast sums of money are invested in shares. Shares, however, have no intrinsic value themselves ... When shares are created and offered to the public, those invited to subscribe- must have some idea what the shares will be worth. They have no practical opportunity of making any independent enquiry.

• With reference to the quote above, discuss the manner in which the Corporations Act 2001 (Cth) protects the interests of investors during corporate fundraising and the way in which the interests of people involved in the preparation of a defective prospectus are protected.

14) The duty of directors to act in good faith in the best interests of the company has been recognised by some comm.enters as one of the most problematic in company law. Do you agree? Discuss the content of this legal duty with reference to relevant precedents.

18) Discuss the significance and operation of the statutory business judgment rule.