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Perspectives on Cyber Risk
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Directors' and officers' duties and liabilities
August 14, 2017 6:12 PM |
Top Story │ Update on AUSTRAC allegations against the Commonwealth Bank of Australia [read more]
August 14, 2017 6:11 PM |
Top Story │ ASIC reportedly confirms it will investigate whether the Commonwealth Bank of Australia board complied with continuous disclosure obligations when it decided not to alert investors to the AUSTRAC investigation [read more]
August 14, 2017 6:08 PM |
Top Story │ Test Case? Commonwealth Bank of Australia shareholders file a claim in the Federal Court alleging the bank did not adequately disclose climate change risk as a business risk [read more]
August 14, 2017 6:02 PM |
Top Story │ United States: Federal Reserve Board consults on proposal to enhance the effectiveness of boards of directors [read more]
July 10, 2017 1:38 PM |
UN International Telecommunication Union survey ranks national cyber efforts: Australia ranked seventh in the world behind Mauritius, Estonia, Oman, Malaysia, The US and Singapore [read more]
July 3, 2017 2:16 PM |
Recent ransomware attacks demonstrate not enough companies are taking the risks of cyber hacking seriously say MinterEllison's Paul Kallenbach and Leah Mooney [read more]
June 26, 2017 2:28 PM |
Barclays Bank and four of its former senior staff charged with fraud by the Serious Fraud Office for events dating to the 2008 financial crisis [read more]
June 19, 2017 11:36 AM |
Uber CEO to take indefinite leave of absence following release of results of investigation into workplace culture [read more]
June 13, 2017 4:12 PM |
CPA governance issues reportedly may lead to deregistration in NSW and possible ASIC investigation [read more]
May 1, 2017 5:12 PM |
Based on their empirical analysis, Melbourne Law School academics have argued that the policies behind the enforcement of directors' duties have not been applied in practice. [read more]
March 20, 2017 2:08 PM |
According to MinterEllison's second Perspectives on Cyber Risk report, boards need to step up their oversight of cyber security. [read more]
February 27, 2017 4:18 PM |
The ATO's new 'justified trust' initiative has increased the burden on directors to ensure their company's tax governance and risk framework is 'in good working order'. [read more]
December 5, 2016 2:43 PM |
A recent Federal Court decision has highlighted the fact that directors need to consider their broader fiduciary duties when devising tax planning strategies or other corporate actions. [read more]
November 7, 2016 2:06 PM |
Australian directors who fail to consider 'climate change risks' now have been warned that they could be found liable for breaching their duty of care and diligence in the future. [read more]
September 19, 2016 2:53 PM |
In the UK, a parliamentary inquiry has been launched on corporate governance, to consider directors' duties, executive pay and board composition (including employee representation). [read more]
September 5, 2016 4:27 PM |
The Federal Court has found that Storm Financial directors breached their directors' duties by causing Storm to contravene the Corporations Act. [read more]
August 29, 2016 3:02 PM |
The Federal Court has made orders with the parties consent banning former Padbury Mining directors for three years as a result of a misleading ASX announcement. [read more]
August 22, 2016 3:29 PM |
The Federal Court has found that Sino Australia Oil and Gas's former chairman breached his director's duties, including by causing or permitting Sino to contravene the Corporations Act. [read more]
June 20, 2016 12:54 PM |
EY's survey of FTSE 350 directors has found that culture is vital to overall strategy and performance, but that boards need to take more responsibility for defining and monitoring it. [read more]
June 14, 2016 2:30 PM |
A Melbourne Law School study of proceedings brought by ASIC and the CDPP for breach of directors' duties has provided empirical data to inform the current debate on penalties. [read more]
June 6, 2016 11:54 AM |
MinterEllison has argued that the government's 'safe harbour' and 'ipso facto' insolvency law reform proposals need further consideration. [read more]
May 16, 2016 11:33 AM |
Market based causation has been given a 'green light' in the NSW Supreme Court's decision in HIH Insurance Limited (in liquidation) & Ors. [read more]
May 9, 2016 11:02 AM |
The federal government has released a discussion paper on the three measures aimed at improving bankruptcy and insolvency law agreed as part of its innovation agenda. [read more]
April 18, 2016 12:18 PM |
APRA has released the report on its investigation into the failure of Trio Capital, highlighting three key lessons for superfund trustees. [read more]
April 18, 2016 12:14 PM |
The Governance Institute of Australia has released a risk management handbook for directors, to assist boards to integrate their governance and risk management frameworks. [read more]
April 11, 2016 12:52 PM |
An intense debate has emerged concerning the proper role of regulators in policing corporate culture at Australian companies. [read more]
April 4, 2016 4:01 PM |
Shareholder activists, short-termism and culture (among other things) have been blamed for the recent events at Valeant Pharmaceuticals. [read more]
February 24, 2016 2:01 PM |
The UK’s Serious Fraud Office has secured its first conviction under s 7 of the Bribery Act 2010, after Sweett Group PLC pleaded guilty to a charge that it had ‘failed to prevent an act of bribery’ [read more]
February 17, 2016 12:45 PM |
In a recent report, Deloitte has urged US companies to focus on their ESG disclosures as developments 'point to even more rigorous sustainability reporting and disclosure expectations ahead'. [read more]
September 16, 2015 2:58 PM |
The US Department of Justice has set out a number of measures designed to address the challenges faced by prosecutors in pursuing individuals for corporate wrongdoing. [read more]
September 16, 2015 2:53 PM |
Minter Ellison special counsel Sarah Barker and partner Maged Girgis argue that a case recently filed in the US against pension plan fiduciaries should sound an alarm for Australian fund trustees. [read more]
September 16, 2015 2:46 PM |
The recent Supreme Court Annual Corporate Law Conference focused on the complex question of whether directors must maximise share value. [read more]
July 29, 2015 1:24 PM |
In the context of an application for injunctive relief under s 1324 of the Corporations Act, the NSW Supreme Court has re-emphasised its reluctance to intervene in issues of internal management. [read more]
July 22, 2015 11:07 AM |
The High Court has agreed to hear the Commonwealth's appeal against the Full Federal Court's finding that in civil penalties proceedings it should not have regard to penalties agreed by the parties. [read more]
July 15, 2015 5:48 PM |
The debate on how phoenix activity should be addressed has continued, following the Governance Institute of Australia's support of director identity numbers. [read more]
June 24, 2015 7:16 PM |
The Federal Court has found that Mariner Corporation directors did not breach their duties of care and diligence, and are entitled to rely on the business judgment rule. [read more]
June 3, 2015 5:28 PM |
A recent academic paper has argued that directors' fear of personal liability for forward-looking statements is holding back integrated reporting in Australia. [read more]
May 27, 2015 11:58 AM |
The Productivity Commission has recommended the introduction of 'safe harbour' provisions for company directors to enable them to undertake restructuring activities. [read more]
May 27, 2015 11:56 AM |
The Victorian Court of Appeal has upheld an officer's entitlement to be presently indemnified during criminal proceedings given his obligation to refund if found guilty. [read more]
May 20, 2015 4:46 PM |
An application for leave to appeal to the High Court is expected after the Full Federal Court held that it should have no regard to figures agreed with regulators in fixing the amount of pecuniary penalties. [read more]
May 20, 2015 4:34 PM |
John Winter, CEO of ARITA, has argued that AICD's proposal for an 'honest and reasonable director defence' is not appropriate in turnaround situations. [read more]
May 20, 2015 4:30 PM |
Malcolm Broomhead supports a new 'honest and reasonable director defence', while Ownership Matters' Dean Paatsch and the Governance Institute's Judith Fox both disagree. [read more]
May 13, 2015 2:57 PM |
AICD contends that results from its latest Director Sentiment Index support the need for a new 'honesty defence' for directors to prevent fear of liability holding back business. [read more]
April 29, 2015 4:53 PM |
The UK Supreme Court has held that the principle that the Court will not assist a company to recover damages for its own wrong does not apply to a claim by a company against its directors for breach of their duties. [read more]
April 22, 2015 5:23 PM |
The Supreme Court of New South Wales has found that two former directors of Lyon Form had separately breached their duties by assuming the mortgage repayments of another group entity and approving personal payments at a time when Lyon Form was insolvent or likely to become insolvent . [read more]
April 15, 2015 3:05 PM |
Commentators in the US are continuing to debate the effectiveness of activist hedge funds, with critics claiming they have an adverse impact on target companies and their creditors. [read more]
April 15, 2015 2:57 PM |
Fiji's new Companies Bill, which was drafted by a team of Minter Ellison lawyers led by chairman Bruce Cowley, has been introduced to the Fijian Parliament and referred to the Standing Committee on Justice, Law and Human Rights. [read more]
April 1, 2015 12:16 PM |
Nominee director approving a deal breached his fiduciary duty by failing to independently consider the interests of the company, and the persons instructing the director were found to have dishonestly procured or assisted the breach. [read more]
March 25, 2015 11:59 AM |
General news in shareholder activism. [read more]
March 18, 2015 2:14 PM |
Chief Justice Strine of the Delaware Supreme Court advises that advocates for social responsibility accept the law for what it is. [read more]
March 18, 2015 2:06 PM |
Directors should consider both the long and short-term objectives of the company and shareholders, asserts an article by US lawyers. [read more]
March 11, 2015 10:47 AM |
Australian Federal Court rules that the directors of Babcock and Brown did not breach continuous disclosure obligations for failing to report the firm's insolvency. [read more]
March 4, 2015 12:33 PM |
Speeches at a Securities and Exchange Commission (SEC) conference give insight into the priorities of the regulator for 2015. [read more]
March 4, 2015 12:31 PM |
US Attorney General puts 90 day deadline on prosecutors to decide if they can charge individuals for the their roles in the GFC. [read more]
February 25, 2015 11:03 AM |
Bank of England and Prudential Regulation Authority have clarified the applicability of the Senior Bankers Regime and have only extended criminal liability to certain non-executive directors. [read more]
February 25, 2015 10:57 AM |
A Hong Kong court found that directors were liable to compensate their company despite lack of personal gain. [read more]
February 18, 2015 11:00 AM |
Proposed lawsuit against a UK pension fund for breach of fiduciary duties in the context of climate change could shake up the entire industry. [read more]
February 18, 2015 10:58 AM |
Boards are falling short: McKinsey marks their cards. [read more]
February 11, 2015 11:31 AM |
The expanded workload of Audit Committees. [read more]
February 3, 2015 4:55 PM |
An article in the Financial Times has considered whether quarterly reporting contributes to short-termism. [read more]
November 24, 2014 10:26 AM |
The different proposals for amending the statutory business judgment rule put forward by Dr Bob Austin and the AICD have been considered in a recent article. [read more]
November 12, 2014 12:22 PM |
Delaware Court finds that representatives of investors who sit on corporate boards are at risk of personal liability for breach of loyalty if their decision-making is found to be advantageous to the represented investor or hedge fund but contrary to the interests of shareholders generally. [read more]
November 12, 2014 12:09 PM |
Chief Justice of the Delaware Supreme Court has argued that benefit corporation statutes offer a legal structure that holds promise of corporate governance beyond profit maximisation. [read more]
November 5, 2014 1:02 PM |
Company directors on termination have no implied duty to deliver up all documents provided to them during the course of their performance as director, UK court finds.  [read more]
November 5, 2014 1:01 PM |
Social media has greatly contributed to the interaction between companies and external stakeholders, prompting calls for a review of directors duties in the context of social responsibility. [read more]
November 5, 2014 12:59 PM |
US courts continue the trend of applying the business judgment rule and dismissing cases concerning board fiduciary duty and corporate control. [read more]
November 5, 2014 12:57 PM |
US judgment highlights the importance for boards to be proactive in their management of cyber-security. [read more]
October 16, 2014 8:52 AM |
A controversial land purchase deal reveals dearth of transparency and oversight in a system still dominated by opaque chaebol conglomerates. [read more]
September 18, 2014 9:53 AM |
Former directors, owners and sale managers of New Zealand company Feltex Carpets Limited have been found not liable for shareholder losses sustained in connection with the company's initial public offering in 2004. [read more]
September 16, 2014 3:36 PM |
Two Allco Financial Group directors found to have breached their fiduciary and statutory duties. [read more]
August 6, 2014 9:43 AM |
The Australian Institute of Company Directors is seeking a new defence for directors against personal liability, but CHQA head criticises the proposal. [read more]
July 9, 2014 9:40 AM |
The WA Court of Appeal has found an appellant's characterisation of directors' duties as public in nature to be 'plainly wrong'. [read more]
May 19, 2014 3:46 PM |
The government proposes amending the Corporations Act 2001 (Cth) in relation to simple corporate bonds. [read more]
April 11, 2014 12:19 PM |
The Federal Court recently held that for a director to be 'knowingly concerned' in a corporate contravention of industrial laws and hence attract accessorial liability, the director must have actual knowledge of the essential facts that constitute the contravention. [read more]
March 27, 2014 8:31 AM |
ASIC has released a new report on penalties for corporate wrongdoing, which finds that other countries and other Australian regulators have higher penalties available to them than ASIC. [read more]
March 27, 2014 8:30 AM |
ASIC chairman Greg Medcraft has called for penalties to be 'dynamic'. Meanwhile, corporate lawyers agree ASIC needs tougher civil penalties for corporate wrongdoing, but say lack of adequate funding is also a problem. [read more]
March 27, 2014 8:29 AM |
According to The AFR, highly regarded chairman David Gonski believes excessive expectations of boards are sapping them of risk-taking initiative and hampering long-term performance. [read more]
March 10, 2014 2:25 PM |
AAT decision reminds directors that a lack of involvement in a failed corporation will not save them from disqualification. [read more]
December 24, 2013 1:06 PM |
New risks for New Zealand company directors. [read more]
November 5, 2013 4:41 PM |
The UK Government is proposing fundamental changes to some duties owed by the directors of major UK banks.  [read more]
October 17, 2013 11:55 AM |
The Queensland Government has reduced the yoke of director liability. [read more]
September 16, 2013 11:24 AM |
The UK Business Secretary proposes ban for rogue company directors. [read more]
September 9, 2013 11:06 AM |
ASIC is targeting illegal 'phoenix' activity. [read more]
September 9, 2013 11:04 AM |
UK directors cannot justify tax avoidance on the grounds that it is their 'duty' to enhance shareholder returns. [read more]
March 2, 2013 9:12 AM |
Visiting academic argues that independence in and of itself will not necessarily lead to better governance. [read more]