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This section includes articles published in Company Director magazine. 

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1-10 of 10 results

  • The value of a culture of compliance

    Content Type: CDM Article

    01 Apr 2013

    Professor Bob Baxt reviews some recent court cases that highlight the importance of ensuring your companies have a proper culture of compliance in place. Directors, senior managers and officers of companies in Australia (referred to as directors here) are, of course, very familiar with spec...

  • 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...

  • More Hardie lessons

    Content Type: CDM Article

    01 Feb 2013

    Professor Bob Baxt summarises the messages sent by the NSW Court of Appeal in its recent judgment on penalties for James Hardie’s former directors. On Sunday evening 11 November 2012, the eve of the New South Wales Court of Appeal penalty decision in Gilfillan v ASIC [2012] NSWCA 370 invo...

  • No light shed on disclosure obligations

    Content Type: CDM Article

    01 Dec 2012

    The recent Fortescue Metals court decision may be a relief for directors, but Professor Bob Baxt says it provides them with no new answers about Australia’s continuous disclosure regime. The High Court of Australia is, of course, the last resort for Australians wishing to challenge legal ...

  • 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...

  • Court oversight of settlements

    Content Type: CDM Article

    01 Oct 2012

    Professor Bob Baxt reviews a recent case where the court did not approve a settlement reached by ASIC and AWB’s former CFO. The Australian Securities and Investments Commission (ASIC), in common with other regulators and particularly the Australian Competition and Consumer Commission (ACC...

  • Do directors owe duties to creditors?

    Content Type: CDM Article

    01 Sep 2012

    Professor Bob Baxt believes the question of whether a court can order damages against a director in favour of creditors or others needs to be clarified following a recent decision. It is useful to set out the actual terms of section 1324(10) of the Corporations Act 2001 to help readers ap...

  • Questions of validity

    Content Type: CDM Article

    01 Aug 2012

    Professor Bob Baxt details two cases that examine how far a court can extend its discretion on the running of a company. Even running the affairs of a small company can raise difficult and complex issues because of the need to comply with a range of rules, both under the Corporations Act ...

  • When you might be seen as a de facto director

    Content Type: CDM Article

    01 Jul 2012

    Professor Bob Baxt reviews a recent court case that throws light on when an “informal” involvement in the decision-making of a public company can lead to a de facto directorship. The Full Federal Court in Grimaldi v Chameleon Mining NL (No. 2) [2012] FCAFC 6 had to determine a number of v...

  • 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...