Shareholders' Rights and Remedies (LAWS70193)

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 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 and constitutional provisions
• 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.