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Symes, Christopher --- "Law for Directors by Geoffrey Gibson" [2003] AltLawJl 81; (2003) 28(5) Alternative Law Journal 260

Reviews

Law for Directors

by Geoffrey Gibson; Federation Press, 2003; 224 pp; $75.00 hardback.

This book is hard to categorise apart from being 'non-fiction'. It is not a text book on Corporations Law nor is it a coffee table publication on adventures into corporate management. Gibson, a barrister in Melbourne, has written this book for 'people who are not lawyers - at least for the most part – but directors' (preface). This gives some clue to the target audience. The author goes on to state that 'the aim of this short book is to give directors a statement of the law that affects them in terms that they can understand'. This aim is ambitious.

In current debate on the regulation (even licensing) of directors some have argued for 'basic training' for people undertaking this role in companies. Law for Directors should be set reading in such training. It should not be seen as a textbook, however, but more a mix of primer and 'extension' reading novel.

The book is divided into two parts. Part 1 covers topics within corporations law that relate to directors. Part 2 is a conglomerate of other areas of law that might touch directors such as media law and trade practices. Both parts can be justified. In part 1, I found some attempts at creating the 'short book' frustrating, in that the law was stated too briefly or the statements cried out for further explanation. For example, in dealing with the Corporations Act and how it regulates the appointment of directors, the book states 'directors have to be at least 18 and by and large not over 72' (p.19) which could serve to confuse as the Act differentiates between proprietary companies and public companies on this point.

Occasionally, the book lapses into some over-the-top prose. In chapter 5 on 'duties', Gibson helpfully guides the reader to consider the duties owed by directors to the company. He then states 'nor should it shock our egalitarian sensibilities to be told that a paper boy shares the same moral plain as the Chair of Telstra or that the meat-pie vendor at the MCG and the Chair of the ANZ Bank are both equally subject to the decrees of the Georgian Lord Chancellors and the subsequent divinations of their Antipodean acolytes' (p.28). I am not sure many 'mum and dad' type directors would have been nodding in understanding at that point, as it could confuse even the most educated director.

Despite these lapses, other sections even within chapter 5, are excellent. For example, Gibson provides snippets of cases on diligence and integrity that summarise difficult case law and present it in digestible measures.

The strength of the book is in Gibson's directness-he calls a spade a spade. This will be embraced by the readership. Such instances occur in his expression that 'it is just a matter of time before a court holds that directors must also take into account the rights of employees, particularly their accrued rights in respect of long-service leave and superannuation' (pp.35-6) or when explaining equity and its relationship with the common law, his description of 'our jurisprudence is terminally schizophrenic' (p.l53).

In a foreword to the book, Baillieu Myer, AC suggests Gibson has succeeded in discussing terms that have tended to obscure or intimidate, and that he approached the writing in a matter of fact way due to his experience, thus reducing some of the terrors con­ fronting directors. All of this is likely but will the book reach an audience that is extremely broad? Company directors are an amorphous group; they are not only the professional directors of the Top 500 companies but also individuals from all walks of life who choose the company structure to operate their business. All this makes the task of writing a book that is simple and to the point extremely tough. I hope the contents lead directors into a position where they know when to call for professional help. Arguably, this would be a better aim than that espoused above.

The book is AS size with a hard cover and contains 34 chapters in 209 pages with a helpful five-page index.

CHRISTOPHER SYMES

Christopher Symes teaches corporate law at Flinders University.


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