The High Court of Australia recently found that statutory subordination laws in Australia did not embody a principle of members come last. The decision in Sons of Gwalia raised questions about whether the current law represents a sound policy outcome, and specifically drew attention to competing...

The statutory business judgment rule was introduced in Australia in 2000 after a lengthy process of consultation and debate. The rule was aimed at alleviating fears that directors may have that their commercial decisions made in good faith and for the benefit of the company would be subject to...

This paper discusses the approach of Canadian courts in piercing the corporate veil on the basis of agency/alter ego and instrumentality principles. The paper examines the application of key several Supreme Court of Canada decisions over recent years and compares this approach with the law in...

This article discusses the implications of the High Court of Australia's decision in Sons of Gwalia Ltd vs. Margaretic. That decision found that shareholders who claimed damages for misrepresentation under statutory misleading or deceptive conduct provisions were able to claim status as...

Purchasing shares in a company is an inherently risky proposition, which leaves the investor at the mercy of the vagaries of the market. However, one of the founding principles of modern capitalism is the ability of members to limit their liability to the unpaid value of their shares. The...

The conventional view of corporate regulation is that corporations are to be managed for the benefit of their shareholders. The general law and statutory duties of directors and officers reflect this quot;shareholder primacy norm,quot; with duties formulated to prevent directors acting otherwise...

Directors owe fiduciary duties of care and loyalty to their corporations, and by extension to their shareholders. When a corporation approaches or enters insolvency, however, courts have recently found that the fiduciary duty calculus may change. Recognizing that creditors have financial...

Debt restructuring procedures aim to achieve a compromise between the needs of the debtor and its creditors. It is common for business to be conducted using group structures with related parties potentially exposing themselves to broad claims upon the debtor’s insolvency, usually in a false...

This paper discusses the impact of the High Court of Australia's Electrolux decision, which ruled that protected strike action could not be taken where parties to collective bargaining negotiations were seeking to include matters that did not pertain to the employment relationship (in this case,...