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This section includes articles published in Company Director magazine. 

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1-20 of 86 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...

  • 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...

  • 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...

  • 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 ...

  • Time to re-evaluate infringement notices

    Content Type: CDM Article

    01 May 2012

    Professor Bob Baxt argues that the infringement notice regime should be reviewed, or removed, in favour of regulator-initiated court proceedings when breaches of corporate law occur. As one would expect, there was a media blitz when the Australian Securities and Investment Commission (ASI...

  • New laws signal problems for directors

    Content Type: CDM Article

    01 Apr 2012

    Professor Bob Baxt warns that the new price-signalling legislation could pose a problem for unwary directors of finance and other organisations structuring arrangements for troubled companies. One of the more significant legislative initiatives taken by the Federal Government late last y...

  • Broader risks from insolvent trading

    Content Type: CDM Article

    01 Mar 2012

    Can directors be liable to creditors of an insolvent company where proper accounting records were not kept? Professor Bob Baxt reviews a recent court case in search of answers. The Australian Securities and Investments Commission (ASIC) regards the rules relating to accounts, financial re...

  • 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: NEDs ability to delegate considerably narrowed

    Content Type: CDM Article

    01 Aug 2011

    Professor Bob Baxt believes the Centro decision will create further difficulties for non-executive directors when relying on expert advice and information dealing with complex issues involving company reports. The decision on 27 June 2011 of Justice Middleton in ASIC v Healey [2011] FCA 71...

  • Directors Counsel When guidance isn t law

    Content Type: CDM Article

    01 Aug 2010

    Professor Bob Baxt warns against treating codes of conduct and other guidance as if they have the weight of the law behind them. When guidance isn’t law The Corporations and Markets Advisory Committee (CAMAC) has delivered its report, Guidance for directors, in response to a request fro...

  • 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...