CORPORATIONS – where ASIC commenced civil penalty proceedings against eleven members of the executive team and board of Star Entertainment Group Limited (Star) in respect of alleged contraventions during dealings with junkets and the Group’s principal banker CORPORATIONS – whether directors and officers of Star contravened s 180(1) of the Corporations Act 2001 (Cth) by failing to discharge duties with degree of care and diligence that a reasonable person would exercise if they were a director or officer of Star in Star’s circumstances and occupied the office held by, and had the same responsibilities within Star, as the director or officer – directors and officers found to have breached s 180(1) of the Corporations Act 2001 (Cth) CORPORATIONS – where second defendant was Company Secretary and Group General Counsel of Star, and subsequently, Company Secretary and Chief Legal and Risk Officer of Star – consideration of whether responsibilities of Company Secretary, Group General Counsel, and Chief Legal and Risk Officer are divisible – how scope of an officer’s responsibilities within corporation are determined – consideration of whether s 180(1) of the Corporations Act 2001 (Cth) applies to all responsibilities held within the corporation CORPORATIONS – consideration of s 180(2) of the Corporations Act 2001 (Cth) – whether “business judgment rule” operates as a rebuttable presumption or as a defence CORPORATIONS – relevance of distinction between executive and non-executive directors to assessment under s 180(1) of the Corporations Act 2001 (Cth) – relevance is to be assessed contextually CORPORATIONS – Consideration of extent to which directors must read, understand and engage with the information they receive in their capacity as board members – boards must control the information they receive – directors must take reasonable steps to place themselves in a position to guide and monitor the management of the company – directors cannot rely upon an inability to cope with the volume of information they receive – directors must exercise control – consideration of impact of artificial intelligence on corporate governance practices – the use of technology may assist comprehension, but it cannot displace human judgment CORPORATIONS – consideration of test of reasonable foreseeability under s 180(1) – a director’s conduct in approving or permitting (in the sense of failing to prevent) a course of action to be pursued by the company must be assessed by balancing the potential benefits from such course of action against the reasonably foreseeable risks of such course of action CORPORATIONS – irrelevance of an officer’s failure to take steps which it is alleged a hypothetical reasonable officer would have taken if they had been provided with or obtained additional information which the impugned officer, in fact, did not know or possess STATUTORY INTERPRETATION – consideration of notion of “suitability” and meaning of “business association” and “person, body or association” in s 12(2)(g) of the Casino Control Act 1992 (NSW) and s 20(1)(f) Casino Control Act 1982 (Qld) – while licensee’s failure to remain a “suitable person” results in risk of disciplinary action, that potentiality does not impose any express legal obligation on the licensee to remain suitable PRACTICE AND PROCEDURE – where further amended statement of claim was confusing – several pleading issues considered EVIDENCE – drawing of inferences in absence of direct evidence – where defendant non-executive directors did not give evidence – consideration of application of the rule in Jones v Dunkel in civil penalty proceedings
Original article available at: https://www.judgments.fedcourt.gov.au/judgments/Judgments/fca/single/2026/2026fca0196For more information, see the original judgement.
