(DOWNLOAD) "Australian Securities and Investments Commission V. Macdonald (No. 11): Corporate Governance Lessons from James Hardie." by Melbourne University Law Review " eBook PDF Kindle ePub Free
eBook details
- Title: Australian Securities and Investments Commission V. Macdonald (No. 11): Corporate Governance Lessons from James Hardie.
- Author : Melbourne University Law Review
- Release Date : January 01, 2009
- Genre: Law,Books,Professional & Technical,
- Pages : * pages
- Size : 365 KB
Description
[Australian Securities and Investments Commission v Macdonald [No 11] required the New South Wales Supreme Court to determine whether company directors and officers of James Hardie Industries Lid had breached their duties, in particular the statutory duly of care and diligence in s 180(1) of the Corporations Act 2001 (Cth) in the context of the board approving and releasing to the Australian Securities Exchange a defective media statement that commented on the effects of a corporate restructure and the company's ability to meet future asbestos liabilities. Significantly, in affirming liability in respect of some of the civil penally charges laid by the Australian Securities and Investments Commission, Gzell J held that 10 former directors and officers of James Hardie Industries Ltd breached their duties of care by approving and releasing a media statement that was false, or misleading and deceptive, and capable of having an adverse effect on the company and the market. In holding that the company also breached its statutory obligations under the continuous disclosure provisions, Macdonald highlights the responsibilities of the board, chief executive officer und general counsel of listed companies to ensure compliance with the law. This case note analyses the reasons underpinning the outcome in Macdonald, with a focus on the modern scope and content of officers' and directors' duties. It considers the extent to which reliance can be placed by a non-executive director on other directors, management and external advisers and discusses the potential implications of the ease and the lessons that need to be implemented for sound boardroom governance. I INTRODUCTION
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