Corporate Governance & Directors’ Duties

 
We make it our business to know what’s happening in most industries. We understand the regulatory environment that corporates must operate in and can advise on how to meet the compliance burdens and observe best practice corporate governance protocols.

We advise on all compliance and corporate governance issues, including directors’ and officers’ duties and liabilities, shareholder rights, participation and communication, compliance with the Corporations Act and ASX disclosure requirements, ASIC and ASX investigations, Australian and international financial reporting and continuous disclosure requirements, employee incentive plans and programs, and insider trading controls.

With directors’ duties, Australian company directors are subject to increased scrutiny resulting from their fiduciary duties to the company and its shareholders, employees and creditors. This has heightened since large corporate collapses spurred on a series of reforms to tighten audit and financial reporting regimes.

While these corporate reforms have helped bolster investor confidence, their aim was to enhance audit independence and provide a more robust and transparent framework. But this more complex regulatory environment has significant implications for company directors, shareholders and employees who face tough sanctions for failing to comply with their additional duties.

We can advise on how best to comply with all of these obligations.

Experience

  • Advising a range of ASX listed companies (including APN Property Group, Admiralty Resources, Cytopia Limited (formerly ASX listed) and others) on their continuous disclosure obligations under ASX Listing Rule 3.1, including the exceptions to that Listing Rule.
  • Advising ASX listed companies on the application of ASX Listing Rule 7.1 (in regards to share issues requiring shareholder approval) and section 708A of the Corporations Act (resales of securities) to various proposed transactions.
  • Preparing or reviewing notices of meeting and information memoranda for compliance with the ASX Listing Rules and the Corporations Act.
  • Applying to the Australian Securities and Investments Commission for relief from various provisions of the Corporations Act, including Chapter 6D (fundraising), Chapter 6 (takeovers) and Chapter 2M (financial reports and audit).
  • Advising on and preparing and lodging the relevant documentation for transactions involving share capital reductions and buy-backs under Part 2J.1 of the Corporations Act, the giving of financial assistance under Part 2J.3 of the Corporations Act and related party transactions under Chapter 2E of the Corporations Act.
  • Advising on the duties of directors in the context of transactions between the company and related parties.
  • Advising Ascend Group Limited on readiness for listing on National Stock Exchange, managing the listing process and drafting the application for listing and supporting documentation. Following listing, obtaining approval/waiver from the NSX to enable Ascend Group Limited to issue securities during a prohibited period.

Key contact

Ben Hamilton

Partner & Technology and Digital Economy Co-Lead

Head of Technology and digital economy

Ben specialises in technology law, intellectual property and commercial contracts, trade marks and commercialisation.

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