Australia: Directors and Officers

When a company enters liquidation, directors often assume their responsibilities have ended. However, they retain critical statutory obligations to assist the liquidator, provide company records, and respond to inquiries about the company's affairs. Understanding these continuing duties is essential, as failure to cooperate can result in penalties, court orders, and potential personal liability.

Directors who sign retail leases on behalf of company tenants often provide personal guarantees without fully understanding the scope of their liability. This liability can extend far beyond unpaid rent to include outgoings, interest, make-good costs, and enforcement expenses, persisting even after resignation or business sale. Understanding the distinction between guarantees and indemnities, and knowing when statutory protections may apply, is essential for directors seeking to limit their personal exposur

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.