Revisiting directors’ duties within corporate groups
Description
One company, many entities: corporate groups shape investment, competition, and decision-making across the global economy. Their complexity and opaqueness in corporate structure invite challenges to accountability, especially directors’ duties.
This seminar critically evaluates the operation of the duty to act in good faith in the best interests of the company as it applies to directors serving on the boards of corporate group companies. The correct test for assessing compliance with the duty is considered together with the status of the Charterbridge test.
Speaker
Professor Jason Harris
Dr Jason Harris FGIA FCG FAAL is Professor of Corporate Law at the University of Sydney Law School and the director of the Ross Parsons Centre for Commercial, Corporate and Taxation Law. Jason teaches and researches in the areas of Corporate Law, Insolvency Law, Commercial Law and Contracts. Jason's research is focused on the public and private regulation of financially distressed companies, including debt restructuring, voluntary administration, corporate governance and directors’ duties during financial distress and the regulation of corporate groups. Jason has published widely in these areas with 14 books and over 130 papers in scholarly and professional journals. Jason’s research is frequently cited in Australian courts, including the High Court of Australia as well as in Commonwealth parliamentary committees. Jason is an active participant in law reform initiatives through his policy work with the Governance Institute of Australia, the Australian Institute of Company Directors and the Corporations, SME and Insolvency Committees of the Law Council of Australia. Jason is a former President of the Corporate Law Teachers’ Association (now SCOLA) and a former chair of the academic committee of the Banking and Financial Services Law Association and has served on international academic advisory boards in Singapore, India and for INSOL International. Jason has previously held academic positions at UNSW, the ANU and UTS and has held visiting positions in Canada, England, Singapore and the United States.
Discussant
Emeritus Professor Stephen Bottomley
Emeritus Professor of Commercial Law, Stephen Bottomley is an expert in corporate law with particular emphasis on on corporate governance. His main areas of research interest are corporate governance, and law and regulation. He has also published in the areas of corporate theory, corporate regulation and government-owned enterprises. His 2008 book, The Constitutional Corporation: Rethinking Corporate Governance was awarded the Hart Socio-Legal Book Prize for outstanding piece of socio-legal scholarship in the same year. Amongst his publications, Stephen is the co-author of Contemporary Australian Corporate Law (2018, Cambridge University Press), Law in Context (2011, 4th edn, Federation Press), and Directing the Top 500 - Corporate Governance and Accountability in Australian Companies (1993, Allen and Unwin). Stephen’s article “The Notional Legislator: The Australian Securities and Investments Commission’s Role as a Law-Maker” (2011) 39 Federal Law Review 1, was awarded the 2011 Zines Prize for Excellence in Legal Research. Early in 2021 Stephen was awarded the inaugural Lifetime Achievement Legal Research Medal in the 2020 Australian Legal Research Awards. Stephen was Dean of the ANU College of Law from 2013 to 2017, prior to which he held positions as Head of School and Deputy Dean in the College.
Additional information
If you require accessibility accommodations or a visitor Personal Emergency Evacuation Plan, please email Dr Ruoying Chen.
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