The statutory business judgment rule was introduced in Australia in 2000 after a lengthy process of consultation and debate. The rule was aimed at alleviating fears that directors may have that their commercial decisions made in good faith and for the benefit of the company would be subject to...

The High Court of Australia recently found that statutory subordination laws in Australia did not embody a principle of members come last. The decision in Sons of Gwalia raised questions about whether the current law represents a sound policy outcome, and specifically drew attention to competing...

This paper provides a discussion of some of the policy issues raised by the Federal Court of Australia's decision in Sons of Gwalia v Margaretic. That decision refused to subordinate the claim by a shareholder who alleged that they were induced to purchase shares on the secondary market by...

This paper discusses the approach of Canadian courts in piercing the corporate veil on the basis of agency/alter ego and instrumentality principles. The paper examines the application of key several Supreme Court of Canada decisions over recent years and compares this approach with the law in...

This article discusses the implications of the High Court of Australia's decision in Sons of Gwalia Ltd vs. Margaretic. That decision found that shareholders who claimed damages for misrepresentation under statutory misleading or deceptive conduct provisions were able to claim status as...

Purchasing shares in a company is an inherently risky proposition, which leaves the investor at the mercy of the vagaries of the market. However, one of the founding principles of modern capitalism is the ability of members to limit their liability to the unpaid value of their shares. The...

Directors owe fiduciary duties of care and loyalty to their corporations, and by extension to their shareholders. When a corporation approaches or enters insolvency, however, courts have recently found that the fiduciary duty calculus may change. Recognizing that creditors have financial...