Corporations Law and Directors’ Duties

Wednesday, 14 June 2017

Grace Hotel
77 York St
Sydney NSW 2000

CLE points: Four (4)

8.45am    Introduction from Chair
Chair:    Martin PRZYBYLSKI, General Counsel, Kanji & Co Solicitors

Topic 1: Facing Regulatory Enforcement – Trends in Regulatory Policy?
Speaker: Greg GOLDING, Partner, King & Wood Mallesons
•    Directors and Civil Penalty Proceedings
•    Directors and Fines
•    Directors and Criminal Prosecutions
•    Class action situations

Topic 2: Directors’ Duties and Continuous Disclosure Obligations
Speaker: Stuart BYRNE, Partner, Clayton Utz and Kwan LEUNG, Senior Solicitor, Clayton Utz
•    Directors' duties in the context of your continuous disclosure obligations
•    When and what should you disclose to market?
•    What are your liabilities for a breach the continuous disclosure obligations?
•    Recent examples

10.45am    Morning Tea

Topic 3: The Binnetter Case - New Ways for the ATO to Impose Company Tax Liabilities on Directors and Others
Speaker: John MORGAN, Partner, Allens
•    A resurgence for the general law as a way to equitable compensation
•    Another stepping stone case - directors allowing company to participate in a tax scheme and failures of disclosure to the ATO
•    Duties are to the company not to shareholders - consent of shareholders irrelevant
•    The power of the amazing evidence of attempted cover up!

Topic 4: ASIC v Flugge: Section 180 Strikes Again
Speaker: Tim BEDNALL, Partner, King & Wood Mallesons
•    The liability decision: a negligent omission
•    The penalty decision: proportionality issues, cf Centro and the AWB executives
•    Broader implications for directors: How can a board function if the law says directors can't trust management?
•    Have we finally taken s180 too far?

12.55pm – 1.00pm Questions and Close


Grace Hotel
77 York St
Sydney NSW 2000