Article Search Results

• Directors Counsel Protecting minorities from raids

  Content Type: CDM Article

  01 Apr 2010

  Professor Bob Baxt reviews a government proposals paper aimed at restricting access to company registers. Protecting minorities from raids The decision of the Full Federal Court in AXA Asia Pacific Holdings Limited v Direct Share Purchasing Corporation Pty Ltd [2009] FCAFC 15 provided a ...

• Directors Counsel Continuous disclosure in the spotlight

  Content Type: CDM Article

  01 Mar 2010

  Professor Bob Baxt reviews a recent case that produced a major statement on continuous disclosure and another major loss for ASIC. Continuous disclosure in the spotlight A recent announcement by the Australian Securities and Investments Commission (ASIC) that it had commenced criminal ...

• Directors Counsel Time for a revised business judgement rule

  Content Type: CDM Article

  01 Feb 2010

  Professor Bob Baxt argues that it is time for action on a revised statutory business judgement rule, even though ASIC lost the Rich case. Time for a revised business judgement rule The decision of Justice Austin in ASIC v Rich and Anor (2009) NSWSC 1229 saw the Australian Secu...

• 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 November 09

  Content Type: CDM Article

  01 Nov 2009

  Professor Bob Baxt examines the James Hardie penalty judgment and what it means for non-executive directors. The Hardie fallout When Justice Gzell handed down his initial decision in ASIC v Macdonald (no. 11) [2009] NSWSC 387 (Macdonald No. 11), his ruling was seen by many as very...

• Directors Counsel October 09

  Content Type: CDM Article

  01 Oct 2009

  Professor Bob Baxt reviews a recent case which shows that honesty alone may not be enough to prevent a director from breaching the Corporations Act . When directors’ honest belief may not be enough With the ongoing debate as to whether the statutory business judgment rule (S...

• 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 Halting improper access to share registers

  Content Type: CDM Article

  01 Aug 2009

  Professor Bob Baxt examines whether it is time to regulate the way access to company share registers is obtained. Halting improper access to share registers The continued debate about the number of members of a company required to call a company meeting (see section 249D(1) of the Corpor...

• Directors Counsel Questions about litigation funders funding

  Content Type: CDM Article

  01 Jul 2009

  Professor Bob Baxt reviews a recent court decision that highlights the need for clarity in the way in which litigation funding is organised. Questions about litigation funders’ funding One of the most interesting developments in Australian law over the last few years has been the recogni...

• Directors Counsel NED duties in the firing line again

  Content Type: CDM Article

  01 Jun 2009

  Professor Bob Baxt reviews the findings in the recent James Hardie case and their implications for directors. NED duties in the firing line again The recent James Hardie case highlights the significant obligations imposed on company directors to ensure they undertake appropriate s...

• 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 When the regulator knocks

  Content Type: CDM Article

  01 Apr 2009

  How do you respond to a regulator without breaching your duties to your company? Professor Bob Baxt reviews a recent case which provides some answers. When the regulator knocks The conflict of interest dilemmas directors face have often been discussed in these pages. The recent deci...

• Directors Counsel Fighting oppressive behaviour

  Content Type: CDM Article

  01 Mar 2009

  Professor Bob Baxt details the ins and outs of a recent case concerning oppressive behaviour in a closely held organisation. Fighting oppressive behaviour If you are a member or a director of a closely held company (that is, where there are very few shareholders), you will probabl...

• 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 When the regulator takes action

  Content Type: CDM Article

  01 Dec 2008

  Professor Bob Baxt reviews the Australian Securities and Investments Commission’s decision to take action against KPMG, the auditor of the failed Westpoint Group of companies. When the regulator takes action On 13 October 2008, the Australian Securities and Investments Commission (ASIC) ...

• 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 The start of the avalanche Oct 08

  Content Type: CDM Article

  01 Oct 2008

  Professor Bob Baxt questions whether a recent case involving the disclosure of information to shareholders could spark an avalanche of class actions against directors. The start of the avalanche Recently, Aristocrat Leisure agreed to pay more than $140 million to ...

• Director s Counsel A victory against litigation funders Sep 08

  Content Type: CDM Article

  01 Sep 2008

  Should security for costs be ordered when litigation funders back legal actions in the hope of sharing the spoils? Professor Bob Baxt reviews a recent case where this question came under the microscope. A victory against litigation funders In the February issue of Company Directo...

• 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 Avoiding time on the inside Jul 08

  Content Type: CDM Article

  01 Jul 2008

  Professor Bob Baxt discusses what kinds of penalties directors could face if they breach proposed new laws to criminalise cartel behaviour. Avoiding time on the inside Great pressure has been placed on the Government to ensure that the breaches of the law, where they are established, are...