Australia: Directors and Officers

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.

Artificial intelligence is reshaping corporate governance in two critical ways: boards must defend against increasingly sophisticated AI-powered cyber attacks while simultaneously navigating the responsible use of AI tools in their own decision-making processes. Recent regulatory guidance from ASIC and a landmark Federal Court decision establish new expectations for how directors should manage AI-related risks and leverage AI capabilities while fulfilling their fiduciary duties.

Can a director be personally liable for company debts in Australia? Yes! While the corporate structure generally protects directors through separate legal personality, that protection is not absolute.