Effective protection for investors in managed investment schemes appears to be difficult and, at times, lacking. As part of this search for protection an issue arises as to the responsibility and liability of directors and officers of the responsible entity where the responsible entity breaches...

In Australia a mode of liability that has been known as ‘stepping stones' has attracted extensive debate and criticism, partly due to the corporate regulator's propensity to employ it in actions against directors. Stepping stones liability has traditionally consisted of two elements – a...

The debate surrounding the interaction between directors' duties and stakeholder interests has traditionally centred around the duty to act in good faith in the interests of the company. However, stakeholder interests are becoming increasingly relevant in relation to the duty of care. This was...

This article specifically addresses the theme of revitalisation of Australian law in the facilitation of purpose-based companies. It is the second of two articles on purpose-based governance in the charitable and for-profit spheres. Building on the first article, this article critically analyses...

The permissibility of corporations pursuing purposes other than profit has been the subject of debate for a number of years. This debate has intensified recently with proposals to allow or mandate the adoption of purposes by corporations. At the same time, purpose is central to governance in the...

Directors' duties have received renewed focus in Australia in the aftermath of the Banking Royal Commission, with questions arising as to whether directors need more leeway – or increased obligations – to take stakeholder interests into account. At the same time, the concept of social...

Directors' Duties: Principles and Application (Federation Press, 2014) by Dr Rosemary Teele Langford outlines key fiduciary and statutory duties of Australian company directors, with detailed reference to the position in the United Kingdom. It resolves complex contemporary issues concerning...

This article probes the apparent incoherence created by the fact that breach of the statutory directors’ duties in the Corporations Act 2001 (Cth) cannot be ratified or authorised by shareholders. This was recently affirmed by the Full Federal Court in Cassimatis v Australian Securities and...

A series of scandals in the financial services sector over the past twelve years has inspired concerted legislative action to protect customer interests. The Future of Financial Advice, Stronger Super, Protecting Consumers and Member Outcomes initiatives have each sought to reform the duties of...

Proscriptions on conflicts of interest have long been a core component of governance regimes. In the charities sphere such proscriptions arise from a number of sources, including general law, statute and governance standards articulated by the regulator. Unfortunately the wording of relevant...