Australia: Corporate and Company Law

In Mobile Asset Holdings Ltd [2026] ATP 7, the Takeovers Panel considered a situation where the Board, directors of which represented 50%+ of the shareholdings in the company, put a resolution to shareholders for a constitutional amendment which would enable them to compel all shareholders to sell their shares (aka drag-along rights) without the usual guardrails. This blank cheque approval request was most likely going to be approved, given the voting majority who benefited from it were themselves voting, but for the successful application to the Takeovers Panel of an individual applicant.

When a takeover proposal is received, the board must rigorously assess whether any director has a personal interest that could be affected by the outcome of the proposal. If there is any reasonable perception of a lack of independence — even if the director believes they can act impartially — that director should be excluded from the board's consideration of the matter and an independent board committee should be formed.

Two-tiered offers remain a legitimate and important tool for bidders, but must be structured to operate effectively in all circumstances, including where the relevant acceptance threshold is to be tested at the end of the offer period.

So you are a director of a company and you’ve received a Director Penalty Notice (DPN). Here’s a rundown on what that means and what you should do next.

By the time the evaluation is done, the remaining task is to commit well: to take advice that is substantive rather than a formality, to ask for clarification even where negotiation is unlikely, and to carry the disciplines of due diligence into the operation of the business. None of it removes risk, but together these change the character of the risk you accept.

From 1 July 2026, approved codes of practice in NSW are legally enforceable, meaning businesses must either comply or prove their alternative controls meet an equivalent standard.

ASIC v Bekier & Ors clarifies how governance accountability is likely to be assessed, with courts and regulators focusing on whether governance systems ensure material risks reach the board in time for meaningful oversight rather than individual actions or decisions.

Explore how emerging technologies and evolving regulatory frameworks are reshaping the legal landscape. This multimedia publication examines the intersection of innovation and legal practice, offering insights into the transformative forces affecting the profession.

Carroll & O'Dea's Business Lawyers Group provides comprehensive legal services for commercial, private and not-for-profit clients across Australia and internationally.