Shadow directors and de facto directors

The definition of “director” in section 9 of the Corporations Act 2001 (Cth) (Act), goes beyond directors validly appointed, and includes de facto directors and shadow directors.  This article explores the level of involvement in the affairs of a company that a person must have to be deemed a de facto director or a shadow director. [Read more…]

Criminal liability shifts away from company officers

The Personal Liability for Corporate Fault Reform Act 2012 (PLCFRA), assented to on 10 December 2012, was implemented in an effort to ensure that personal criminal liability for corporate fault is imposed in accordance with the principles of good corporate governance.

Prior to the PLCFRA, company secretaries and directors were made criminally liable for the acts of the corporation in which they served.

[Read more…]

Appointing an Alternate Director

What is an Alternate Director?

An Alternate Director is a person who is appointed to act as a director, as a substitute for an existing director, for a specified period.  An Alternate Director generally would have the same powers as a director.  However, their powers and duties can vary depending on the terms of their appointment. [Read more…]

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