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Australia · Year 4 · Corporations Law

Duties, Insolvency & Members

More Corporations Act 2001.

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  1. 1.Corporations Act ss 180–183?

    s 180 care and diligence (with s 180(2) business judgment rule); s 181 good faith and proper purpose; s 182 improper use of position; s 183 improper use of information.

    Corporations Act 2001 (Cth), ss 180–183

  2. 2.Corporations Act s 588G?

    A director must not let the company incur a debt while it is insolvent where there are reasonable grounds to suspect insolvency.

    Corporations Act 2001 (Cth), s 588G

  3. 3.What is the s 588GA safe harbour?

    A defence to insolvent trading for directors developing a course of action reasonably likely to lead to a better outcome than immediate administration or liquidation (inserted in 2017).

    Corporations Act 2001 (Cth), s 588GA

  4. 4.ASIC v Hellicar (2012) — held?

    James Hardie's non-executive directors breached s 180 by approving a misleading ASX announcement about asbestos compensation funding.

    (2012) 247 CLR 345

  5. 5.Daniels v Anderson (1995) — significance?

    Non-executive directors must take reasonable steps to guide and monitor management; they cannot simply rely on others.

    (1995) 37 NSWLR 438

  6. 6.Gambotto v WCP Ltd (1995) — held?

    A constitutional amendment allowing compulsory acquisition of minority shares is valid only for a proper purpose and if fair.

    (1995) 182 CLR 432

  7. 7.Corporations Act s 232?

    The court can grant relief where company affairs are conducted in a way that is oppressive, unfairly prejudicial or unfairly discriminatory to a member.

    Corporations Act 2001 (Cth), s 232