Corporation Law and Directors Duties

Practice Areas > Corporation Law and Directors Duties

Corporations Law

Corporate law involves the application of theCorporations Act 2001(Cth) and other laws that apply specifically to companies and their directors.

 A company's director's duties and responsibilities go beyond theCorporations Act.  Directors must consider other legislation, the common law and their fiduciary obligations.  Obligations placed upon companies, directors and officers are becoming more onerous, as both Parliament and courts impose stricter obligations, with ASIC bringing more and more actions against directors.

 TheCorporations Actapplies to or governs a variety of activities of companies and directors, including:

·  capital raising of companies

·  directors' duties

·  shareholder meetings

·  fundraising

Directors' Duties

We were directly involved in the AWBCole inquiry, and from this experience it has become apparent that directors are becoming more and more exposed to liabilities in ways that they have not been in the past.  Directors duties have been policed and enforced more frequently and stringently by both shareholders and ASIC.

 Directors are exposed even when they have acted honestly and in good faith.  Courts are now requiring that directors and office bearers take a greater role in the hands on management of companies and failure to do so can result in significant penalties and jail in some circumstances.  Some examples of increased legislative exposure for directors includes the:

·  Occupational Health and Safety Act 2004,

·  Dangerous Goods Act 1985,

·  Fair Trading Act 1999and

·  Trade Practices Act 1974.

We have experience in acting in matters relating to alleged breaches of directors' duties.  Michael McDonald has acted for various company directors and office holders, as well as companies themselves, in court actions and Royal Commissions.  Our practice in this niche area arises from a mixture of our strong experience in commercial law and litigation.

 Directors must be aware of their exposure and we recommend that directors should have their assets organised in a way to minimise the extent to which those assets are available to satisfy a claim against creditors.

Corporations Law and Directors' Duties Publications

·  Case Study: AWB Cole inquiry

·  Case Study: Poltech/Locktronic