{"id":5425,"date":"2013-08-02T17:08:48","date_gmt":"2013-08-02T07:08:48","guid":{"rendered":"http:\/\/sites.thomsonreuters.com.au\/journals\/?p=5425"},"modified":"2013-08-02T17:08:48","modified_gmt":"2013-08-02T07:08:48","slug":"company-and-securities-law-journal-update-august-2013","status":"publish","type":"post","link":"https:\/\/sites.thomsonreuters.com.au\/journals\/2013\/08\/02\/company-and-securities-law-journal-update-august-2013\/","title":{"rendered":"Company and Securities Law Journal update: August 2013"},"content":{"rendered":"

*Please note that the links to the content in this Part will direct you to Westlaw AU. If you are still using Legal Online, the links can be found in the LOLA PDF<\/strong> at the bottom of this post.<\/p>\n

The latest issue of the Company and Securities Law Journal <\/em>(Volume 31 Part 5) contains the following material:<\/p>\n

EDITORIAL<\/a><\/p>\n

Articles<\/h3>\n

Directors\u00e2\u20ac\u2122 fiduciary duties and oppression in closely-held corporations<\/i><\/b><\/a> <\/b>\u00e2\u20ac\u201c <\/i>Ryan J Turner<\/p>\n

The jurisprudential landscape for the regulation of wrongful conduct by directors of closely-held corporations has shifted in recent years. Yet, it is a shift that has passed quietly without academic scrutiny. Through an analysis of recent case law on the statutory oppression remedy and directors\u00e2\u20ac\u2122 fiduciary duties, this article demonstrates how the two actions have become intertwined in practice so as to afford shareholders comprehensive relief from the wrongful conduct of directors. As a result, proof of breach of fiduciary duty may give rise to an equitable remedy and a remedy for oppression under s 233 of the Corporations Act 2001 <\/i>(Cth). The upshot of this shift in corporate law is an increase in the private regulatory power of the shareholders of closely-held corporations and the augmentation of the prophylactic function of fiduciary rules.<\/p>\n

To purchase this article, complete the Individual Article Sale<\/a> order form and email it to tlranz.journal.orders@thomsonreuters.com<\/a>.<\/p>\n

A year with the Personal Property Securities Act 2009 (Cth): The Personal Property Securities Register, amendment demands and judicial proceedings<\/i><\/b><\/a> <\/b>\u00e2\u20ac\u201c <\/i>Nicholas Mirzai<\/p>\n

The Personal Property Securities Act 2009 <\/i>(Cth) and corresponding Personal Property Securities Register have brought some significant procedural and compliance issues over the first year of their operation. With millions of existing registrations (and growing), dealing with the registration process and maintaining the accuracy of what is contained on the register is integral to the preservation of rights under the regime. The reality is, there is little point undergoing the process of obtaining a security interest if it is ultimately found defective for want of proper registration. This article explores some of the detail of the registration process and how to address some of the difficulties uncovered to date to ensure that those involved are protected.<\/p>\n

To purchase this article, complete the Individual Article Sale<\/a> order form and email it to tlranz.journal.orders@thomsonreuters.com<\/a>.<\/p>\n

Equitable remedies for participation in a breach of directors\u00e2\u20ac\u2122 fiduciary duties: The mega-litigation in Bell v Westpac<\/i><\/b><\/a> <\/b>\u00e2\u20ac\u201c <\/i>Dan Butler<\/p>\n

The extension of Barnes v Addy <\/i>liability to participation in breaches of fiduciary duty has proved significant in modern commercial life. Where this has occurred, banks are often defendants to equity suits deployed using Barnes v Addy <\/i>causes of action. This article focuses on the scope of equitable relief available under Barnes v Addy<\/i>, with particular reference to the recent Western Australia Court of Appeal decision in Bell v Westpac (No 3<\/i>) (2012) 270 FLR 1; [2012] WASCA 157. The decision in Barnes v Addy <\/i>itself is revisited, together with its modern-day interpretation by the High Court in commercial contexts. Following that, the decision in Bell <\/i>is discussed. In granting a multi-billion dollar judgment against a syndicate of banks, the Court of Appeal addressed three controversies concerning the scope of equitable relief under Barnes v Addy<\/i>. These controversies, and their treatment in Bell<\/i>, are considered. The article concludes with some practical considerations from Bell <\/i>when pursuing a Barnes v Addy <\/i>claim.<\/p>\n

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Sections<\/h3>\n

TAKEOVERS AND PUBLIC SECURITIES<\/a> \u00e2\u20ac\u201c Simon McKeon <\/i>and Jonathan Farrer<\/i><\/p>\n