Australia: Corporate and Company Law

In this episode, we are joined by Catherine Brenner and John Mullen, two of our most distinguished Chairs. We talk about good governance, what it takes to be a good chair during a crisis, whether we need deep cyber expertise on the board and first-hand experience in cyber incident response.

Dividends are a common way for companies to distribute value to shareholders, but whether to declare or pay a dividend is not simply a commercial decision. Directors must ensure that any dividend complies with the Corporations Act 2001 (Cth) (Corporations Act), the company’s constitution and relevant governance requirements, while considering their duties to the company and its creditors.

Against a backdrop of geopolitical uncertainty, regulatory change and economic volatility, Australian private M&A proved remarkably resilient in 2025. The return of the billion-dollar deal, sustained private capital deployment and an increased focus on deal certainty defined the market.

Pick up any financial publication these days and you’ll read that we are entering an age where Artificial Intelligence will increasingly replace human interaction.

The NSW Court of Appeal’s decision in Piety Developments Pty Ltd v Cumberland City Council is a timely reminder that, for councils, passing a resolution to “accept” an offer is not the same thing as entering into a legally binding contract. Even where a resolution is passed in open session, livestreamed, and later recorded in Council minutes, it may still fall well short of creating enforceable contractual rights.

A company constitution is often treated as an internal governance document, but when it conflicts with the Corporations Act 2001 (Cth) (Act) or is applied in a way that affects shareholder rights, it can become central to a dispute. For directors and shareholders, these inconsistencies can create uncertainty around the validity of corporate decisions and, in some cases, form part of a broader claim of unfair or oppressive conduct.

If you hold at least 90% of the shares in a company, you can compulsorily acquire the remaining shares. A process known as compulsory acquisition. This framework allows you to access the benefits of full ownership, including streamlined decision-making, elimination of minority shareholder disputes, and complete control over corporate strategy. It also serves an important commercial purpose by facilitating corporate consolidation and removing the complexities of fragmented ownership structures. This article outlines the different ways compulsory acquisition of shares may occur and how each works.

In late June 2026, Treasury released a report on its review of amendments to the unfair contract terms (UCT) provisions introduced by the Treasury Laws Amendment...

Our monthly ESG bulletin provides a targeted snapshot of key developments we see as reflecting the “must know” trends in the Australian market.