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Shareholders’ rights and remedies—and how they interact with the rights and obligations of directors, officers and the company itself—are a critical part of the law and corporate governance of Australian companies. Shareholder activism is on the rise and increasingly, the corporate regulator (ASIC), class action litigation firms and shareholders themselves are focused on what shareholders’ rights and remedies are and how they should be observed and pursued. And they are a major focus of Australia’s corporate governance principles for publicly listed companies, and therefore for those responsible for running those companies.
This subject—taught by partners from King & Wood Mallesons and Judicial Registrar Matthews—will provide participants with a detailed knowledge of the rights and remedies available to shareholders under the Corporations Act 2001 (Cth) and at common law, how they interact with the roles of directors and management of Australian companies, and what happens when things go wrong.
Principal topics include:
- An overview of the division of power between the various organs of the modern corporation
- What the current framework of corporate governance has to say about treatment of shareholders
- Shareholders’ agreements
- Shareholders’ rights including voting and access to corporate information
- Shareholder activism, including requisitioning meetings, proxy voting and removal of directors
- Shareholders’ remedies, including oppression, winding-up-related relief, statutory derivative action and class actions
- The role of ASIC
- Law reform
- Overseas comparisons.
Intended learning outcomes
A student who has successfully completed this subject will:
- Have an advanced and detailed understanding of shareholders’ rights and remedies under the Corporations Act 2001 (Cth) and general law
- Appreciate how shareholders can adjust and manage their rights between themselves
- Have advanced knowledge of the role of the Australian Securities and Investments Commission in advancing the interests of shareholders
- Be able to clearly and critically articulate, examine, analyse, interpret and assess these rules
- Have a sophisticated appreciation of the debate regarding the role of shareholders in the modern corporation, and the tensions between management, directors, shareholders, regulators and other stakeholders
- Understand and critically engage in policy and law reform developments in relation to shareholders’ rights and remedies
- Have an overview of shareholders’ rights and remedies in some of the major overseas jurisdictions and an international context.
Last updated: 6 December 2019