Developments in Directors' Duties

Course ID CN190327_BUS1

  • Face to Face
  • 4.25
  • All
  • 3.5 CPD POINTS

It is generally well known that directors owe a range of duties to their company and can be found personally liable if those duties are breached.

Ensure you are kept up-to-speed on your or your client’s obligations by attending our half-day workshop and get the right information from our experienced speakers.

Attend this workshop and you will:

  • Understand core duties, case law and recent themes arising from the Royal Commission into Misconduct in the Banking, Superannuation and Financial Services Industry
  • Learn about the role of a director in merger and acquisition transactions and the potential for conflicting interests to arise
  • Recognise turnaround strategies, refinancing and restructure regimes for directors who need independent advice in insolvency
  • Learn how to encourage a culture of compliance via good corporate governance
  • The similarities and distinctions between corporate social responsibility and environment, social and governance

 

Our speakers include:

Chair: Professor Michael Adams, Consultant, Coleman Greig, Head of Law, UNE

Mark Standen, Partner, Minter Ellison

Rachael Bassil, Partner, Gilbert & Tobin

Nicola Nygh, Special Counsel, Resolve Litigation Lawyers

Dr Nicholas Fisher, Principal, ValueMetrics Australia

 

Scroll down for the full program

 

Price

Full Price $420.00

Alumni/Member Price $378.00

Dates

Start date:

20 March 2019

End date:

20 March 2019

Time:

8.45am - 1.00pm

Location:

The College of Law
Level 16, St James Centre
111 Elizabeth Street
Sydney NSW 2000

About This Course

Overview

8.45am: Introduction and Overview

Chair: Professor Michael Adams, Consultant, Coleman Greig, Head of Law, UNE

 

8.55am: Directors Duties   

Speaker: Mark Standen, Partner, Minter Ellison

  • Core duties and case law
  • Additional duties for regulated entities
  • Operation of section 187 (wholly-owned subsidiaries)
  • Delegation and reliance
  • ASIC’s stepping stone approach
  • Climate change risk
  • ASIC Enforcement Review Task Force
  • Themes arising from the APRA Prudential Report on CBA and the Royal Commission into Misconduct in the Banking, Superannuation and Financial Services Industry
  • Developments in liability for insolvent trading

 

9.50am: Directors Role in Merger & Acquisition Transactions   

Speaker: Rachael Bassil, Partner, Gilbert & Tobin

  • Directors with conflicting interests
  • Independent directors and advising shareholders on restructuring and M&A or acquisitions
  • Role of Board Committees and commissioning of Advisors
  • Role of financial experts on Boards

 

10.45am: Morning Tea and Networking Opportunity

 

11.00am: Directors Need for Independent Advice in an Insolvency Event    

Speaker: Nicola Nygh, Special Counsel, Resolve Litigation Lawyers

  • Turnaround strategies – utilising the safe harbor provisions; and
  • The latest round of anti-phoenixing reforms

 

11.30am: Corporate Culture, Due Diligence and Board Reports: Some Thoughts on their Interaction   

Speaker:  Dr Nicholas Fisher, Principal, ValueMetrics Australia, Visiting Professor of Statistics, University of Sydney

  • Board reporting – a root cause of many problems?
  • Due Diligence – how should Board reporting assist you with this?
  • Corporate Culture – how can you tell whether things are getting better?

 

12.15pm: Corporate Social Responsibility (CSR) and Environment, Social & Governance (ESG) - Where do they fit into corporate governance and information governance?

 Speaker: Professor Michael Adams, Consultant, Coleman Greig, Head of Law, UNE

  • Interconnections between corporate governance, due diligence and compliance schemes.
  • The similarities and distinctions between corporate social responsibility (CSR) and environment, social and governance (ESG)
  • The last five years has seen the impact of information governance cut through all aspects of compliance and governance; including e-discovery, data breaches, security, GDPR,  privacy and data analyses

 

1.00pm: Q&A and Close

 

 

Designed for

This seminar is ideal for solicitor in general practice, in-house counsel, corporate lawyers, M&A lawyers, corporate counsel, financial services and security lawyers, insolvency practitioners. This course complies with the compulsory requirements of Practice Management and Business Skills, Professional Skills, and Substantive Law.

 

 

Presenter biography

Professor Michael Adams

Consultant, Coleman Greig, Head of Law, UNE

Professor Michael Adams is an internationally recognised specialist in corporate law, governance, securities markets regulation, and legal education (especially e-learning). Michael has been writing, teaching and regularly presenting on all these topics for over 25 years.

Prior to joining Coleman Greig, Michael was Dean of the School of Law at Western Sydney University (WSU). Michael held this role for more than a decade, combining it with his position as Professor of Law - a role he still currently holds.

In his role as Consultant at Coleman Greig, Michael provides strategic advice to commercial clients with a particular focus on directors' duties and corporate governance.

 

Mark Standen

Partner, Minter Ellison

Mark has acted for many of Australia's major insurers, reinsurers and brokers on landmark acquisitions, demutualisations and restructures and had the lead role in some of Australia's largest Court approved schemes for the transfer of insurance portfolios.

Marks other passion is for corporate governance. As the head of MinterEllison's Corporate HQ Advisory area, and as a Fellow of the Governance Institute of Australia, he enjoys his work training clients on directors' duties and governance issues, especially as they affect banks, insurers and other regulated financial institutions and educational institutions.

 

Rachael Bassil

Partner, Gilbert & Tobin

Rachael is a partner in Gilbert + Tobin's Corporate Advisory group. She specialises in mergers and acquisitions, equity capital market transactions and advising on securities law and listing rule matters generally. Rachael has also co-authored and presented a number of papers on Chinese SOEs and foreign direct investment in Australia. Rachael has university qualifications in commerce and law from the University of New South Wales.

 

Nicola Nygh

Special Counsel, Resolve Litigation Lawyers

Nicola Nygh is Special Counsel with Resolve Litigation Lawyers. She has over 20 years’ experience in commercial litigation and dispute resolution and was previously Special Counsel at Allens in Sydney. Nicola is experienced in running large scale complex litigation and is also frequently called upon to give practical risk management advice. She provides independent advice to directors and senior employees during regulatory investigations and during insolvency and potential insolvency.

 

Dr. Nicholas Fisher

Value Metrics Australia, Visiting Professor of Statistics, University of Sydney

Dr Nick Fisher is Principal of ValueMetrics Australia, an enterprise that carries out research and consulting primarily in the area of Performance Measurement. After 30 years as a statistical consultant and researcher in CSIRO, he left his position as a Chief Research Scientist in May 2001 to found ValueMetrics Australia. Whilst in CSIRO, he led the development of CSIRO's Organisational Performance Measurement (OPM®) system, which has been applied successfully in a number of private and public enterprises, and has been part of graduate programs at Wollongong University and Mount Eliza Business School. He has published over 120 articles and books on a range of statistical and management topics. A book entitled Analytics for Leaders: A Performance Measurement System for Business Success was published by Cambridge University Press in October 2013.

Dr Fisher carries out research and consulting in Performance Measurement, with particular emphasis on improving quantitative reports to Boards and top management, focusing on stakeholder satisfaction (customers, employees, partners,). His current interests relate to Performance Measurement and improvement processes in relation to Research Quality, Corporate Culture, Safety Culture, and the deployment of Government policy, and Strategic Planning, in which areas he has consulted to a wide variety of business, industry and Government clients in Australia and overseas. Current projects include the introduction of strategic planning and associated measurement throughout the Mellon College of Science at Carnegie Mellon University, and coordination of an international project to develop Data Science courses for high school students and their teachers.

Formal qualifications include a PhD from the University of North Carolina, and a DSc from the University of Sydney. He is professionally accredited by the Statistical Society of Australia and by the American Statistical Association and is a Visiting Professor of Statistics at the University of Sydney.

 

 

Filming and photography

Please be aware that video/audio recording may occur at professional development events organised by the College of Law for use on our website, marketing materials and publications. By attending and participating in a College of Law Continuing Professional Development course, you consent to the College of Law photographing or recording and using your image and likeness.

 

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