History of the Corporate Law Teachers Association
The First Corporate Law Teachers Conference
On the eve of the 19th annual corporate law teachers conference, I set down these recollections of the first conference, held at the University of New South Wales Law School in 1991. Angus Corbett, Ian Ramsay and I convened that conference. The conference was held on Monday 4 February and Tuesday 5 Tuesday 1991. Many of the delegates arrived in Sydney on the Sunday evening and met then for a meal. About 85 academics attended the conference. Every academic teaching company law in an Australian law school or business law department had been invited. It was intended as a purely academic gathering with no delegates from legal practice (although some papers would be given by practitioners). Getting to know each other personally and establishing an esprit de corps was as important a purpose as any for the conference.
Why hold the conference?
Company law academics had met at the annual meetings of the Company Law Interest Group of the general law teachers association. But there might be only two or three interest group meetings in the generalist academic conference and attendance was declining. There was a feeling that we needed to complement these meetings with a specialist gathering. Tax teachers had held a conference in 1990 and planned to continue the meetings.
Besides, change was in the air. The Australian Securities Commission had commenced operation on 1 January 1991, replacing the dysfunctional split companies administration through the former National Companies and Securities Commission and the State and Territory commissions. The new Commonwealth corporations legislation enacted in 1989 had failed at the first hurdle when the High Court held that the corporations power in Constitution s 51(xx) did not support a general power of incorporation. However, by the end of 1990 the Commonwealth and States had reached agreement that enabled the former cooperative scheme to be recast with “federalising characteristics”, to appear to all the world as if it were Commonwealth rather than State law. This ersatz national scheme would endure for another decade until the States referred power to enable a truly national scheme based on Commonwealth legislation.
However, in 1991 it seemed revolution enough. The Australian Securities Commission under its vigorous first chairman, Tony Hartnell, had foreshadowed an ambitious enforcement program to clean up after the corporate collapses of the late 1980s. The Commission’s greatly expanded powers and national reach marked a brave new world of corporate regulation. Company law was giving way to corporate law. A new tide was running, and running strongly. It would have its rips and eddies, a time of danger for academics working alone as well as of opportunity and excitement.
So, it seemed time to invite colleagues together for a scholarly discussion on what was important for the corporate law curriculum and the new research agenda. We wanted this to be a conference with the usual academic goals of such gatherings, but we also hoped that it would trigger an academic conversation that would continue down the years. For my part, I had in mind something of the medieval guilds with their functions of mutual support and strengthening of the craft tradition. A company, cum pane: with shared bread we become a collegial group for shared learning. Less ambitious than the old Germanic guilds which sought for their members “material security in this life and salvation in the next”, but ambitious and radical enough for the times.
The conference program and themes
The program for the conference is indicative of the concerns of the times although it is striking how many of those concerns remain, some even reflected in the 2010 conference program.
The first day was given over to exposition and discussion of the new national scheme and key areas of substantive changes to company law. All the sessions were plenary. These topics and presenters (with their then institutional connections) were:
- The structure and elements of the new national companies and securities scheme (Paul Redmond, UNSW)
- Enforcement powers of the Australian Securities Commission (Ralph Watzlaff, Australian Securities Commission)
- Changes to the takeovers provisions (Stephen Minns, Mallesons Stephen Jaques)
- Corporate fundraising and the new prospectus provisions (Kerry Bennett, Clayton Utz)
- Insider trading and securities markets offences (Roman Tomasic, University of Canberra)
- Directors’ and inter-corporate loans (John Kluver, Companies and Securities Advisory Committee)
- Developments in the law relating to directors’ fiduciary duties (Stephanie Rees, James Cook University)
- Insolvent trading liability (Abe Herzberg, Monash)
- The protection of minority shareholders (Jennifer Hill, Sydney).
We met that night for dinner in the UNSW Staff Club on the roof of the Electrical Engineering Building. That is not one of the architectural highlights of a campus then severely challenged architecturally. It was a balmy night and the wine and conversation flowed. Tony Hartnell, the last chairman of the NCSC and the first of the new Australian Securities Commission, was guest speaker. He spoke about the Commission’s enforcement strategy and objectives, and engaged in a lively and generous exchange with delegates. It was a memorable night and a fuller account need wait some more years. Bread (and wine glasses) were broken. Cum pane and more.
The second day had a different character to the first and not only because of the dinner. It began with presentations by two of the key players in corporate regulation and financial markets, Ray Schoer and Leigh Hall. They addressed the topic “Corporate law in the 1990s: Reflections for teaching and research”. Ray Schoer had just been appointed National Director of the Australian Stock Exchange (as it then was) after playing a leading role as Executive Director of the NCSC. Leigh Hall was Chief Manager of the Investment Division of the AMP Society, then arguably the most influential institution and individual in Australian securities markets.
Then we turned to the shared problems facing us as teachers, with parallel sessions for those working in law schools and business law departments on the topic “Corporate law teaching: Common problems and some uncommon solutions”. The panellists for the law school session were Suzanne Corcoran (Adelaide), Sally Sievers (Monash), Julia Tolmie (Sydney) and John Lessing (Bond). The business schools panellists were Bruce Gordon (UNSW), Rajee Johnson (Phillip Institute of Technology), Rosalind Mason (USQ) and Robert Rouse (Charles Sturt).
The morning concluded with parallel sessions on “The place of theory in corporate law teaching and research” convened by Angus Corbett and Ian Ramsay (both UNSW), “Researching the history of company law in Australia and England: Pitfalls for the unwary” (convenor Rob McQueen, LaTrobe) and “The teaching of company law in graduate courses” (convenor Philip Lipton, RMIT).
After lunch, there was a session on “Corporate law research: Issues, initiatives and agendas” led by the éminence grises of Australian corporate law, Professors Harold Ford and Bob Baxt, and Peter Swan, an economist with a chair in law and economics at the Australian Graduate School of Management. The conference concluded with a session on “Where do we go from here?” There was general agreement that this was an initiative worth continuing and the meeting accepted Roman Tomasic’s offer to host the second conference at the University of Canberra a year later.
Then and now: Objectives and philosophy
We had some core ideas for the conference. It is for readers to judge to what extent they have endured, and deserve to endure, in the same or mature form.
First, there was the idea of solidarity, of mutual support in the several aspects of professing company law. The bigger schools, better staffed, might help those working alone, in some cases with the burden of teaching tax as well as company law. Both fields were burgeoning. We sought to achieve that goal through structured opportunities for discussion but especially through informal discussion over coffee, dinner and after sessions. Conversations and friendships begun almost 20 years ago continue.
Second, we wanted to focus upon teaching as well as research. We chose the word ‘Teachers’ for the conference and later the Association. We had the feeling even then that teaching was going to be under pressure from the claims, pressures and delights of research. We wanted to keep teaching on the agenda and did not see it as competing with and inferior to research. When an academic group takes a research focus as one of its objectives, there is an inevitable and legitimate pressure from participants to present their research. We wanted to keep the conversation alive not just about research but also the problems and choices we share in the what and how of curriculum design and teaching. We did not provide in the program for paper presentation except for expositions of the main areas of reform. This was appropriate for the first meeting at a time of major change but not over the long-term. What is constant is the need for balance between teaching and research.
Third, we wanted cost to be no obstacle to attendance. The conference registration fee was deliberately and symbolically set at $20 to signal its accessibility and academic character. That fee distinguished it from the ubiquitous programs then offered by commercial providers at fees of $1,000 per day. We were able to do this in part because the legal publishers supported the conference financially and have done so consistently since. Happily, the Chartered Securities Australia under Dr John Nelson also came in shortly after to provide sustaining support.
Of course, this frugality had its costs. Sydney put on oppressively hot and sticky weather for the conference. Delegates who needed accommodation were offered a (spartan) student room in a UNSW college where air-conditioning was considered an effete indulgence. Some delegates still talk, affectionately, I think, of discomfort not experienced since early childhood.
The next steps
Roman Tomasic ran a successful second conference in 1992 at the University of Canberra, Peter Little organised the third at QUT, introducing overseas keynote speakers in Marc Steinberg and Cindy Schipani, and Michael Adams ran the 1994 conference at UTS. The structure of the conference has continued to evolve although the timing, in the first Monday and Tuesday of February has persisted. But that must be the subject of another account. This one concludes by noting that the 1994 conference delegates voted to adopt a constitution for an unincorporated association called the Corporate Law Teachers Association, and elected its first officers. The founding phase was over.
Corporate Law Teachers Association
29 January 2010