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This section includes articles published in Company Director magazine. 

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1-20 of 26 results

  • Enhancing the rights of shareholders

    Content Type: CDM Article

    01 Apr 2013

    Professor Bob Baxt examines a recent court case that demonstrates how the courts are becoming more comfortable with the idea of shareholders taking derivative action against a company and its directors. When the statutory business judgment rule (section 180(2)) of the Corporations Act 200...

  • Courts get tough on insider trading

    Content Type: CDM Article

    01 Mar 2013

    Professor Bob Baxt explains how the courts are getting tougher on “white collar” crime and advises directors to ensure they understand their legal obligations, especially the prohibitions against insider trading. There is little doubt that increasing focus is being placed on the performan...

  • The directors’ balancing act

    Content Type: CDM Article

    01 Nov 2012

    Professor Bob Baxt reviews a recent court case that examines whether directors owe duties to creditors when insolvency looms. The decision of the specially constituted Western Australian Court of Appeal in Westpac Banking Corporation v The Bell Group (in liq) [No. 3] [2012] WASC, delivere...

  • All on Board

    Content Type: CDM Article

    01 Jun 2012

    Professor Bob Baxt examines what the recent James Hardie decision in the High Court of Australia really means for company directors. The High Court of Australia has in two unanimous decisions (two judgments on each case – one more lengthy than the other) in effect confirmed the decision o...

  • A publishing milestone for directors

    Content Type: CDM Article

    01 May 2012

    John H C Colvin launches the 20th edition of Duties & Responsibilities of Directors and Officers, a must-have resource for directors trying to keep up with rapid changes in corporate law. Do you remember the first publication you read about directors’ duties and responsibilities? If ...

  • Sunlight in an area of uncertainty

    Content Type: CDM Article

    01 Feb 2012

    Professor Bob Baxt discusses a recent court case that examined whether a director was in breach of his duties when he took up an opportunity rejected by his company.  Readers of this column will know that our law provides that directors should not allow a conflict of duty and interest to ...

  • Directors Counsel A legal spotlight on shadow directors

    Content Type: CDM Article

    01 Jul 2010

    Professor Bob Baxt reviews a recent case that provides new insights into the meaning of “shadow directors”. A legal spotlight on shadow directors The Corporations Act 2001 regulates and governs the activities of formally appointed directors and officers of companies over a wide ra...

  • Directors Counsel A duty to one or all

    Content Type: CDM Article

    01 Jun 2010

    Professor Bob Baxt examines a recent appeals case that suggests directors may owe duties to individual shareholders in certain circumstances. A duty to one or all A basic (and some would say trite) rule of company law is that directors owe their duty to the company, the company being the sh...

  • Directors Counsel Not far enough

    Content Type: CDM Article

    01 Dec 2009

    Professor Bob Baxt argues that MINCO’s recently released principles governing director liability are a step in the right direction, but do not go far enough. Not far enough The announcement on 6 November by the Minister for Corporate Law Chris Bowen that the Ministerial Council for Corpo...

  • Directors Counsel The doctrine of equitable contribution

    Content Type: CDM Article

    01 Sep 2009

    Professor Bob Baxt reviews a recent case that exposes the difficulties of superimposing personal obligations in the context of a company structure. The doctrine of equitable contribution It is a trite observation that under Australian law, when a company is created, even though the compa...

  • Directors Counsel Behind a 25 year ban

    Content Type: CDM Article

    01 May 2009

    With more companies failing, Professor Bob Baxt reviews the reasoning used to impose a 25-year ban on a director who did not fulfill his duties of care and diligence or act in good faith. Behind a 25 year ban When considering penalties to be imposed in civil prosecutions of direc...

  • Directors Counsel Good news at last

    Content Type: CDM Article

    01 Feb 2009

    Professor Bob Baxt reviews some recent favourable developments concerning directors and their duties. Good news at last Over the last couple of months, there have been some important developments concerning directors and their duties. These will no doubt bring a sigh of reli...

  • Directors Counsel The perils of seeking immunity

    Content Type: CDM Article

    01 Nov 2008

    Professor Bob Baxt discusses the unexpected results of obtaining immunity for breaches of the trade practices or corporations laws. The perils of seeking immunity A culture has developed among corporate operators in both large and small organisations in Australia to seek immunity from pr...

  • Director s Counsel Long after we ve parted Aug 08

    Content Type: CDM Article

    01 Aug 2008

    A recent judgment shows that fiduciary obligations continue even after business relations come to an end. Professor Bob Baxt reports. Long after we’ve parted In many business situations involving non-public companies, where a partnership or a joint venture converts its...

  • Director s Counsel In defence of directors May 08

    Content Type: CDM Article

    01 May 2008

    Professor Bob Baxt examines whether further changes to the law governing company directors’ duties are needed. In defence of directors Do we need further changes to the law governing company directors’ duties? This was the question put to leading barrister and former Federal Court...

  • Law Reporter

    Content Type: CDM Article

    01 Nov 2007

    Professor Bob Baxt provides an overview of recent court decisions affecting the role and responsibility of directors. Competition law – returning to the dark ages In an extraordinary about face, the Federal Government has bowed to political pressure and agreed to the so called Bir...

  • Law Reporter

    Content Type: CDM Article

    01 Oct 2007

    Professor Bob Baxt provides an overview of recent court decisions affecting the role and responsibility of directors. Another word on directors’ penalities – the Full Federal Court takes a tough stand on director disqualification In the August issue of the Law Reporter, we discuss...

  • Law Reporter

    Content Type: CDM Article

    01 Aug 2007

    Professor Bob Baxt provides an overview of recent court decisions affecting the role and responsibility of directors. Many of the matters examined in the Law Reporter are discussed in greater detail in The Baxt Report published by Thomson Publishing. Directors’ duties and ...

  • Law Reporter

    Content Type: CDM Article

    01 Feb 2007

    Professor Bob Baxt provides an overview of recent court decisions affecting the role and responsibility of directors. Many of the matters examined in the Law Reporter are discussed in greater detail in The Baxt Report published by Thomson Publishing. How tough...

  • Early Warner

    Content Type: CDM Article

    01 Feb 2007

    Professor Bob Baxt discusses a recent case involving the existence of shadow directors. Courts get tough on de facto directors In the July issue of the Law Reporter the decision of Gyles J in Akai Pty Ltd (in liq) v Ho [2006] SCA 511 was discussed. In that case the liquidator of the Akai bu...