{"id":5744,"date":"2013-11-21T11:35:55","date_gmt":"2013-11-21T00:35:55","guid":{"rendered":"http:\/\/sites.thomsonreuters.com.au\/journals\/?p=5744"},"modified":"2013-11-21T11:35:55","modified_gmt":"2013-11-21T00:35:55","slug":"company-and-securities-law-journal-update-november-2013","status":"publish","type":"post","link":"https:\/\/sites.thomsonreuters.com.au\/journals\/2013\/11\/21\/company-and-securities-law-journal-update-november-2013\/","title":{"rendered":"Company and Securities Law Journal update: November 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. If you are using Checkpoint, the links can be found in the CP PDF <\/strong>at the bottom of this post.<\/p>\n

NB: <\/strong>Please note that Legal Online will be decommissioned on 31 December 2013<\/b>. From January 2014, all updates will include links for Westlaw AU only<\/b> (with the exception of the Journals available on Checkpoint, which will have an extra PDF). For further information, please click here<\/a><\/strong>.<\/p>\n

The latest issue of the Company and Securities Law Journal <\/em>(Volume 31 Part 8) contains the following material:<\/p>\n

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

Articles<\/h3>\n

Officers\u00e2\u20ac\u2122 liability for mandatory corporate disclosure: Two paths, two destinations?<\/i><\/b><\/a> <\/i><\/b>\u00e2\u20ac\u201c <\/i>Tim Bednall and Pamela Hanrahan<\/p>\n

Australian listed entities are subject to a range of periodic and episodic disclosure obligations, including financial reporting and continuous disclosure requirements; prescribed information requirements for certain members\u00e2\u20ac\u2122 meetings; and disclosure requirements for takeovers, compulsory acquisitions, and securities and financial product offers. While the disclosure obligation in each case is on the listed entity itself, the law provides for the entity\u00e2\u20ac\u2122s officers to be personally liable for disclosure failures in certain circumstances, including when the officer is \u00e2\u20ac\u0153involved in a contravention\u00e2\u20ac\u009d by the entity or when the officer has been negligent. This article explains the various juridical bases on which the law makes corporate officers liable for disclosure failures, and explores their different legal and policy implications.<\/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

Directors\u00e2\u20ac\u2122 statutory and general law accessory liability for corporate wrongdoing<\/i><\/b><\/a> <\/b>\u00e2\u20ac\u201c <\/i>Justice Ashley Black<\/p>\n

This article considers several issues arising when a claim is made that directors or company officers are subject to statutory accessorial liability for corporate wrongs, including the content of the requirement for knowledge of the \u00e2\u20ac\u0153essential facts\u00e2\u20ac\u009d of a contravention. It also considers alternatives to accessorial liability for statutory contraventions, including reliance on directors\u00e2\u20ac\u2122 duties under the Corporations Act 2001 <\/i>(Cth), imposition of direct liability on company officers for contraventions of the Corporations Act<\/i>, and provisions that deem directors and other officers to be liable for a company\u00e2\u20ac\u2122s contravention of other statutory requirements. The article also considers the circumstances in which directors may be held liable for a tort committed by a company and notes current controversies as to the imposition of secondary liability for breach of fiduciary duty.<\/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

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