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Journal of Law, Information and Science

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Editors --- "Reports/Reviews" [1995] JlLawInfoSci 8; (1995) 6(1) Journal of Law, Information and Science 119

BOOK REVIEW

Business Law of Australia

by RB VERMEESCH & KE LINDGREN

Butterworths, Sydney, 8th edition, 1995, 1316 pages (plus computer tutorial)

This very popular business law text is now in its 8th edition. The text covers all those topics that you would expect of a monograph of this nature, chapters' one to three consider the legal environment that operates within Australia, chapters' four through fourteen deal primarily with contract and chapters' fourteen through thirty-three cover a wide range of subject matter including tort, crime, property, intellectual property, bankruptcy, remedies and insurance; just to name a few. There is also an appendix of the comparative tables of some of the principal business legislation such as partnership acts, sale of goods legislation and credit legislation. In addition to this there is a very useful glossary of business terms.

The layout of this new edition has also been reformatted from past editions, there is greater use of sub-headings, introduction of chapter overviews and more concise paragraphs. All of these developments will assist the reader in making greater use of the text and will serve as solid foundation for further research in any business law area. This will also be assisted by the use of computer tutorials, though the use made of computer based tutorials varies considerably from one student to the next, some having a natural affinity to using them, others resisting at every opportunity. Having said all this there is no doubt that the monograph will enjoy a strong following and should continue the success of previous editions.

Despite the many plaudits that this book deserves I would make the following criticisms. In this reviewer's opinion the book has grown to an extent where, arguably, it is too detailed for the courses in which it is used, many of the business law, commercial law courses, being of only one semester duration. If the student then goes onto further business law study in, for example, company law, bankruptcy or commercial contracts, a more specialised text in one of these areas is likely to be used. In this context I consider the depth of coverage given to parliament, the court structure, the constitution (being the first three chapters, 125 pages) is beyond what would be required by the student or academic using this text. Similarly the considerable depth given to traditional contractual analysis could possibly have been reduced to make way for greater discussion on the newer equitable doctrines such as estoppel and unconscionability as well as discussion of the Trade Practice Act remedies. This is also reflected in the chapter on torts where the authors comment that the significance of common law remedy of negligence may well be reduced by the enactment of product liability legislation, but then fail to give any detailed commentary on this growing area.

Having said this there is no doubt that the book will enjoy considerable popularity. Whereas I have criticised the depth of coverage given to certain areas, other academics will view this as an advantage. I am sure that future editions of this deservedly well respected text are already in the pipeline, given the rate of legislative and judicial activism in the commercial and business law area today.

Review by Lynden Griggs, Lecturer in Law, University of Tasmania

BOOK REVIEW

Maw on Corporate Governance

by N.G. MAW, LORD LANE OF HORSELL & SIR M. CRAIG-COOPER

Dartmouth Publishing, London, 1994, 192 pp. £19.50(HC)

There is no doubt that corporate governance is the new 'buzz word' in the commercial arena. Detailed reports have emanated out of the United States and the United Kingdom on this topic, whilst academic and press comment has been prolific. However as the authors comment in the introduction (p.1) 'Corporate Governance is a topic recently conceived, as yet ill-defined, and consequently blurred at the edges.' Given this premise a text such as this is certainly apposite.

The text contains 13 chapters together with 5 appendices. These are as follows:

1) Introduction

2) Directors' duties: the legal requirements

3) Directors as investors, directors as insiders

4) The company board

5) The board and management

6) The financial organs of corporate governance

7) The company and its financiers

8) Pension schemes and their governance

9) Corporate governance and the environment

10) The role of communications in corporate governance

11) Corporate governance abroad and overseas influences and practices

12) The work of the Cadbury Committee

13) The way ahead

Appendix A: Suggested Code of Practice

Appendix B: Pro forma letter of appointment for non-executive directors

Appendix C: Suggested pro forma code as to dealing transactions in market securities

Appendix D: Checklist for new directors (before accepting appointment)

Appendix E: Aide memoire for compiling a schedule of matters to be reserved for the approval of the board.

The text must not be seen as a substitute for a more traditional corporate law text written for the academic market, indeed it was not intended that it be so. It design, one suspects, was to stimulate further debate and provide an practical perspective on a topic which so far has been largely fuelled by press and academia.

As can be seen from the list of chapters, a wide range of topics are considered as well as a review of the Cadbury Committee's Code of Best Practice and the Rules of the Stock Exchange. Importantly the authors do not just provide a critical analysis, they also supplement this with their own Code of Practice, together with a pro-forma letter of appointment for non-executive directors, a checklist of items to be considered by people approached to be directors and a schedule of matters to be approved by the board.

The idea of this text was to provide a practitioner's approach to corporate governance. This is both timely and needed. It will allow for better informed academic and press comment and discussion to be made in light of the extensive practical experience of the authors. It is a monograph to be recommended to any person working in this area.

Review by Lynden Griggs, Lecturer in Law, University of Tasmania

COMPUTERS AND LAW

INDIRA CARR AND KATHERINE WILLIAMS (ed)

Intellect Books 1994 235 pages

Paperback £19.95 (plus postage and packing)

ISBN 1-871516-35-8

Intellect (Oxford, England) fax (44) (0)865 750079

Defining the boundaries of the field known as Computer Law has never been a simple task. One reason for this is that it is a field characterised by constant evolution in response to often relentless technological development. The title of this book therefore gives only an indication of the subject matter to be examined - selected aspects of the interrelationship of computers and the law.

The book which is a collection of essays, presents an interesting range of legal and non- legal perspectives of the subject. Substantive legal issues are evaluated, as are matters of procedural law, technological applications to law, and law as a form of speech communication. No rationale for the choice of topics is however offered, and besides the comment in chapter one that " [i]n the course of this book many significant legal questions are raised...", the editors make no statement about what the book aims to do.

The editors in chapter one discuss computer abuse and data protection implications raised by the use of electronic data interchange (EDI), and give a useful overview of artificial intelligence (AI) applications to law. This serves as an introduction to the rest of the book which is divided into five sections. EDI contracts and issues raised by standardisation in the EDI environment are discussed in part one. Part two examines commercial concerns arising from the dematerialisation of shipping documents in EDI and electronic fund transfer mishaps. In part three different aspects of the protection of computer software by means of intellectual property concepts are reviewed from a North American and European Community (EC) perspective. Choice of law principles affecting data protection concerns generated by EDI use are also discussed in this section. Evidential issues such as forensic methodologies and computer crime, and the admissibility of computer generated evidence are presented in part four, while part five, the last section, examines legal issues raised by the use of safety related applications and the establishment and maintenance of expert systems.

The essays are generally well written providing both practical and descriptive information. Despite the mainly European perspective presented, many of the issues examined are similar or provide useful insight to those arising in the context of Australian law. Brief statements about the backgrounds of the diverse contributors however would not have come amiss.

Some of the legal issues raised such as the limitations of copyright protection or the risks of electronic fund transfers could have been examined in greater depth, and the essay on law as a form of speech tended to emphasise communications rather than jurisprudential (legal) issues. The unifying theme of the book - that established legal concepts break down when applied to computer applications, also could have been emphasised more clearly.

This does not however seriously detract from the overall strengths of what in conclusion is an easy to read, thought provoking introduction to selected aspects of computer law.

Review by Dr. Olujoke Longe, Lecturer, University of Western Sydney


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