Company Director Duties (Australia) prompts for Australian lawyers

Research the duty of care and diligence under section 180(1) of the Corporations Act 2001 (Cth). Cover the objective standard, the business judgment rule under section 180(2), and key cases including ASIC v Healey.

Research the duty to act in good faith and for a proper purpose under sections 181 and 184 of the Corporations Act 2001 (Cth). Cover the subjective and objective elements, the Howard Smith test, and the distinction between civil and criminal breaches.

Research insolvent trading liability under section 588G of the Corporations Act 2001 (Cth). Cover the reasonable grounds to suspect insolvency, the defences (including safe harbour under section 588GA), and the compensation regime.

Research the safe harbour defence under section 588GA of the Corporations Act 2001 (Cth). Cover the qualifying conditions, the requirement to develop a course of action reasonably likely to lead to a better outcome, and the evidence needed.

Research the related party transaction provisions under Chapter 2E of the Corporations Act 2001 (Cth). Cover the definition of related party, the arm's length exception, and the member approval requirements.

Review this board decision and the supporting materials for compliance with directors' duties under sections 180–184 of the Corporations Act 2001 (Cth). Assess whether the business judgment rule applies.

Review this company's financial position and assess solvency indicators. Apply the cash flow and balance sheet tests from the authorities including ASIC v Plymin. Identify any insolvent trading risk.

Review this D&O insurance policy for adequacy of coverage. Check exclusions, the insured vs insured exclusion, Side A/B/C coverage, and compliance with section 199B of the Corporations Act 2001 (Cth).

Review this proposed related party transaction against Chapter 2E of the Corporations Act 2001 (Cth). Assess whether an exception applies or member approval is required, and identify any disclosure deficiencies.

Review this ASIC show cause notice and assess the allegations. Identify the specific duties alleged to have been breached, the evidence referred to, and the available responses and timeframes.

Develop a strategy for responding to an ASIC investigation into alleged breaches of director duties. Facts: [details]. Consider privilege, document preservation, voluntary cooperation, and enforceable undertakings.

Develop a strategy for activating and maintaining the safe harbour defence. Company: [details]. Financial position: [details]. Cover the steps to satisfy section 588GA, adviser engagement, and evidence trail.

Develop a defence strategy for a statutory derivative action brought under Part 2F.1A of the Corporations Act 2001 (Cth). Facts: [details]. Consider standing challenges, the good faith requirement, and the best interests of the company test.

Develop a strategy for improving board governance to reduce director liability exposure. Current governance: [details]. Identify gaps in documentation, conflicts management, delegations, and compliance systems.

Develop a strategy for managing director duties across a corporate group. Group structure: [details]. Identify the risks of common directorships, conflicting duties between group entities, and best practice governance.