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Australia: Duties and Liabilities of Directors of Australian Companies

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Baker McKenzie’s Duties and Liabilities of Directors of Australian Companies is a comprehensive and timely guide for directors of Australian companies. Newly launched in September 2020, it reflects key issues for directors to consider in the current corporate governance landscape, while outlining their core legal obligations.

Matters covered in this guide include common law and statutory duties, delegation and reliance on others, financial reporting, insider trading, disclosure requirements, directors’ insurance and indemnities and other topical issues including whistleblower protections, climate change and anti-bribery and corruption.

Being a trusted adviser to many of the top companies in Australia, Baker McKenzie is recognized for its extensive experience advising directors of Australian companies.

We hope that this guide provides you with a broad overview of the duties of directors of Australian companies. It is not intended, however, to be an exhaustive analysis of all relevant legal requirements. If you are uncertain about any of the issues raised in this guide or require further details or assistance, please do not hesitate to contact us.

All contributors are listed under “Partner Contacts.” In addition, we thank the following individuals who also contributed to the guide: Ilona Millar, Georgie Farrant, Simone Bridges, Lynsey Edgar and Sean Selleck.

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Bill Fuggle is a partner in the Sydney office of Baker McKenzie where he is a leading adviser in innovative listed investment products, fintech and neobanks, financial services regulatory advice, fund formation and capital markets.

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Kate is a partner in Baker McKenzie’s Sydney Office.
Kate is also Co-Head of the Firm's Australian Healthcare & Life Sciences Group and a member of the Firm's Asia Pacific Mergers & Acquisition Steering Committee.
Kate has over 20 years' experience as an M&A and ECM lawyer, advising clients on complex, high profile and cross border mergers and acquisitions and capital market transactions.
Kate is recognised by Legal 500 as a Leading Individual in Corporate and M&A, who 'comes in for praise' and is ‘commercial and attentive'. Kate is also recognised by Best Lawyers in Corporate Law, and was a finalist for Corporate Partner of the Year - Australian Law Awards in 2021 and Dealmaker of the Year - Australian Women in Law Awards in 2021 and 2022.

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Raymond Lou is a partner in the Sydney office of Baker McKenzie where he advises on mergers and acquisitions with focus on energy transition, renewables and major projects.

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Duncan is a partner in and is head of Baker McKenzie's Banking & Finance group.

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Ben McLaughlin is a partner in Baker McKenzie's Sydney office. He has over 25 years' experience in advising leading Australian and international public companies on mergers and acquisitions (M&A) and equity capital markets. Ben invented the Baker McKenzie Healthcare MapApp, an acclaimed mobile application that enables clients to access over 5,000 pages of legal summaries. He has been recognized by Chambers for his work in Australian and international M&A matters, as well as in healthcare and life sciences. Ben has also been recognised as "Lawyer of the Year" for Life Sciences Practice in Sydney and as one of the Best Lawyers in Australia for Corporate / Corporate Governance and M&A Law, Best Lawyers 2022 Edition. Ben is admitted to practice law in Australia and the US, and previously practised as a CPA.

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Lawrence is a partner in the corporate practice group in Sydney and advises private equity sponsors, funds and large corporations on public and private M&A transactions.
He also has particular focus on private capital transactions spanning the full spectrum of the fund life cycle from leveraged buy-outs, bolt-on acquisitions and exits.
In addition to his Australian experience, he has also spent two years advising on domestic US and Australian inbound M&A transactions whilst based in Baker McKenzie's Chicago office.

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Antony Rumboll is a partner in the Sydney office of Baker McKenzie and is head of the Australian Equity Capital Markets group. Antony advises on capital markets and public M&A transactions and has a distinguished 20 year legal career in both private practice and as an in-house lawyer. Antony was a senior member of the in-house legal function at a global financial services firm for 10 years, where he advised on transactional matters across the full breadth of its market leading Australasian investment banking business. He draws on this significant experience to provide a unique insight to clients across a wide range of corporate finance transactions and other matters.

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Lance is a corporate lawyer, working with clients on many complex mergers and acquisitions transactions (including public market takeovers and schemes of arrangements), private M&A (both sell and buy side), private equity, funds management and capital raisings.

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Guy Sanderson is a partner in the Firm’s Sydney office, and co-leads the Firm's Australian Capital Markets team. He works mainly on public company mergers, acquisitions, equity capital market transactions, and cross-border listings.

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Arthur Apos joined Baker McKenzie in February 2015 as a partner in the Corporate Markets team in the Melbourne office. He was previously with a multinational law firm where he was the head of the corporate practice in Melbourne and Perth. Arthur completed a one-year part-time secondment with Goodyear as their acting general counsel. As a member of the senior management team, Arthur gained firsthand insights into the broad range of issues which confront businesses and the importance of tailoring timely, cost effective and pragmatic legal solutions. Arthur is recognised by Best Lawyers for 2016 for his extensive knowledge in corporate law.

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Lewis Apostolou is a corporate and securities partner and head of the Australia Funds Transactions Group. He helps clients undertake domestic and cross-border capital markets and M&A transactions. Lewis has been ranked as a leading lawyer for investment funds in Chambers Asia Pacific since 2012.

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Adrian Chin acts for a wide range of predominantly global companies and has been doing so since the early 1990s.

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Simon De Young, a partner in Baker & McKenzie’s Melbourne office, has extensive experience in private equity, public and private treaty M&A and equity capital markets transactions. He is a member of the Firm's Global Health, Pharmaceutical & Biotechnology team, and has practiced in Australia and the United Kingdom.

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Andrea Kennedy is a partner in the Corporate Markets Practice Group of the Firm's Melbourne office, where she advises on telecommunications, M&A, and government and regulated industry work, among others. She has over 20 years of experience in top-tier law firms and has held in-house legal positions in Australia and internationally.

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Richard Lustig — a partner in the Firm’s Melbourne office — is the Australian head of mergers and acquisitions and has 30 years experience in acting for bidders and targets. Richard focuses on public mergers and acquisitions including takeovers and schemes of arrangements, as well as initial public offerings and capital raisings. Richard is recognized as a leading recommended lawyer by Chambers Global, APL500, Chambers Asia Pacific, Best Lawyers in Australia, Doyles and IFLR. Chambers Global recognizes Richard's prominence in takeover transactions and those conducted by schemes of arrangement.

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Rick Troiano is a partner in the corporate team at Baker McKenzie.
Rick specialises in mergers and acquisitions, equity fundraising and corporate advisory.

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Jim Peterson is one of Queensland’s leading corporate lawyers and has extensive experience in resources, mining and corporate governance. Over the past 25 years Jim has advised many public and private sector entities, including blue chip companies, as well as many leading private clients. Jim is well known for his work with the finance sector on financial services reform and is a trusted adviser to the resources sector, particularly the coal industry. His expertise includes mergers and acquisitions (both regulated and unregulated), corporate structuring, joint ventures, private equity, equity capital markets, corporate governance and director’s duties, related part transactions, and compliance with various complicated provisions of the Corporations Act and ASX Listing Rules. Jim has been named Leading Corporate Lawyer by Doyle's Guide (Queensland, 2017) and Leading Commercial Lawyer (Queensland, 2017). He was also recognised by Best Lawyers (2018) and name a Recommend Lawyer by Legal 500 in 2016. He was a finalist in the Lawyers Weekly Australian Law Awards for Team of the Year in 2017.

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Derek is a partner in Baker McKenzie's Corporate Markets practice group in Brisbane. Derek practices in corporate law with a focus on capital markets, including mergers and acquisitions and capital raisings, primarily in the energy and resources and technology and communications sectors.

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Ilona Millar is a partner in the Environmental Markets team at Baker McKenzie's Sydney office. Ilona is an environmental and projects lawyer with a diverse range of experience in domestic and international climate change, carbon markets, environmental law and policy, and a strong background in all aspects of water management, planning and projects. She joined the Firm in 2008 from the Foundation for International Environmental Law and Development, and International Institute for Environment and Development, in London. Ilona regularly writes, teaches and presents on environmental topics — she has lectured on environmental law, environmental markets and international climate change law at UNSW, Sydney University and University College London and for the past six years has co-coordinated the international climate change law course at ANU where she is a visiting fellow at the College of Law. Ilona's extensive pro bono work includes advising a number of developing country governments and non-government organizations on international climate change negotiations, and advising the Wentworth Group of Concerned Scientists on water and natural resource management law. She is listed among the best lawyers for Climate Change by Best Lawyers Australia 2016.

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Georgie Farrant is a partner in Baker McKenzie's Dispute Resolution Practice Group in Sydney and head of the Firm's Compliance & Investigations team in Australia. She has over 20 years of experience in disputes and compliance matters, including working for a regulator and an in-house compliance team.

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Simone is a partner in the Sydney office of Baker McKenzie. She is ranked by Legal 500 as a Next Generation Partner and is listed as a Women Leader in Tax by the International Tax Review. Simone is also an author and contributor to Thomson Reuters and CCH tax commentary. She has been a guest speaker at University of Sydney and the University of New South Wales, and is a regular panelist and presenter at Global Taxation Executive Institute events, the Global Tax Disputes Forum and the Asia Pacific Tax conference.

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Sean has more than 30 years' experience advising small and large corporations, multinational businesses and senior executives in relation to employment and industrial law.

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