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Abstract

[extract] Lawyers speak of the corporate trilogy: the company, the directors, and the members in general meeting. But the corporate game is being played by a quarternary, the fourth and most important group being the senior executives, some, but not all of whom, may be counted amongst the ranks of the directors. The group will be led by a general manager (by whatever name called) who will possess extensive power. Any analysis which ignores the role of those who make up this all powerful executive can be likened to an examination of Westminster government without proper consideration of the role of Cabinet. This paper aims to redress this imbalance by examining the obligations of senior employees of large corporations as fiduciaries and as executive officers under the Corporations Law. It does not purport to examine their liabilities where they are also directors.

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