Australia: Directors and Officers

Alongside the emotional impact of a death, executors and family members are often faced with the practical task of administering the deceased’s estate.

In Mobile Asset Holdings Ltd [2026] ATP 7, the Takeovers Panel considered a situation where the Board, directors of which represented 50%+ of the shareholdings in the company, put a resolution to shareholders for a constitutional amendment which would enable them to compel all shareholders to sell their shares (aka drag-along rights) without the usual guardrails. This blank cheque approval request was most likely going to be approved, given the voting majority who benefited from it were themselves voting, but for the successful application to the Takeovers Panel of an individual applicant.

When a takeover proposal is received, the board must rigorously assess whether any director has a personal interest that could be affected by the outcome of the proposal. If there is any reasonable perception of a lack of independence — even if the director believes they can act impartially — that director should be excluded from the board's consideration of the matter and an independent board committee should be formed.

As artificial intelligence adoption accelerates faster than governance frameworks can keep pace, Australian regulators are issuing urgent warnings about AI risk management.

Artificial intelligence is reshaping corporate governance in two critical ways: boards must defend against increasingly sophisticated AI-powered cyber attacks while simultaneously navigating the responsible use of AI tools in their own decision-making processes. Recent regulatory guidance from ASIC and a landmark Federal Court decision establish new expectations for how directors should manage AI-related risks and leverage AI capabilities while fulfilling their fiduciary duties.

A recent judgment against the CEO of oil and gas supplier Qteq for cartel conduct becomes the latest example of regulators seeking to prevent directors and officers from turning to their insurance to pay their civil penalty, and the Federal Court’s willingness to do so.

In the course of doing business, there are many situations where you may need to confirm whether a company has entered or is about to enter liquidation.

Can a director be personally liable for company debts in Australia? Yes! While the corporate structure generally protects directors through separate legal personality, that protection is not absolute.

Board minutes were once regarded as little more than a routine corporate record. In modern governance practice they perform a far more consequential role. Minutes are not just a record of what was said, but a record of how the board discharged its function.