Australia: Corporate Governance

When two individuals are engaged as a single, inseparable commercial asset, what happens when that relationship breaks down? Who has breached: the person who walks away, the person who remains, or the organisation that can no longer deliver the product it contracted for? And how do those questions shift when the dispute plays out publicly?

The Federal Court's decision in ASIC v Bekier & Ors examines when company directors breach their duty of care and diligence under the Corporations Act, particularly when red flags emerge in high-risk industries. The case clarifies the boundaries between permissible reliance on management and the duty to actively investigate warning signs, with significant implications for both executive and non-executive directors navigating anti-money laundering risks and corporate governance obligations.

Most Boards are now grappling with AI as a matter of enterprise risk and strategy. AI poses risks and opportunities that will differ between company and industry, all of which require understanding and engagement from the Board.

Justice Lee's recent Star Entertainment decision has sparked questions about its implications for mergers and acquisitions activity.

The recent Ausmincon/Afry scheme has reignited debate over naked no vote break fees in Australian M&A transactions. While these fees have been largely absent from public deals for the past decade, the Court's decision reconfirms they are not inherently coercive and need not be minimal. What factors enabled this $1 million break fee—exceeding 1% of equity value—to withstand judicial scrutiny?

Once the (metaphorical) champagne is popped and both parties sign on the dotted line, attention typically shifts to delivery. At this point, the contract is often relegated to the figurative bottom draw...

Recent AFCA decisions and the impending rollout of the Scams Prevention Framework have significant implications for financial institutions, making it clear that businesses must take proactive steps to prevent and respond to scams.

This article outlines some of the common dispute points during negotiations and the mechanisms to resolve them.

Some of the key considerations and pitfalls when starting your commercialisation journey.