Securities Class Actions in the US

(10 November 2010)

Speaker: Professor Michael Klausner, Stanford Law School, USA.

Description: Securities class actions have been justified as a necessary supplement to SEC enforcement of section 10(b) and related securities laws. In his presentation, Professor Klausner will evaluate that justification by analyzing the targeting and outcomes of securities class actions, taking into account the targeting and outcomes of SEC enforcement actions. Professor Klausner’s research raises doubt regarding the claim that securities class actions provide a useful supplement to SEC enforcement.

The Supreme Court of Victoria 2010 Commercial Law Conference - Current Issues in Commercial Law

(13 August 2010)

Speakers: Alan Archibald QC, Victorian Bar; Tony D'Aloisio, ASIC; The Hon Justice James Judd, The Supreme Court of Victoria; Sandra Mayerson, Squire, Sanders & Dempsey LLP; Leon Zwier, Arnold Bloch Leibler; Professor Camille Cameron, Melbourne Law School.

Whistleblowing Law Reform in the USA and Australia: Challenges and Next Steps

(13 July 2010)

Speakers: Terry Morehead Dworkin, Emeritus Professor of Business Law, Indiana University, A J Brown, John F Kearney Professor of Public Law, Griffith University.

Description: The Australian Government has committed to a far-reaching new public sector Public Interest Disclosure Act, and is currently reviewing private sector whistleblower protection under Part 9.4AAA of the Corporations Act 2001 (Cth). The outcome of the Victorian Government Integrity and Accountability Review (the Proust Review) also includes an extensive review of the Whistleblowers Protection Act 2001 (Vic). Meanwhile, United States whistleblowing laws are also being reviewed, updated and amended. This seminar will give an overview of reform trends in both federal countries and identify key challenges ahead for public, corporate and employment lawyers.

The Mandatory Bid Rule, Hostile Takeovers and Takeover Defences in China

(20 April 2010)

Speaker: Wei Cai, SJD candidate, University of Hong Kong and Australian Endeavour Research Fellow.

The Care Factor: The Care, Skill and Diligence Standard for Directors After ASIC v Rich

(Melbourne - 3 March  2010 - Sydney 18 March 2010)

Speakers: Andrew Lumsden, Partner, Corrs Chambers Westgarth (Sydney seminar); Rebecca Maslen-Stannage, Partner, Freehills (Sydney seminar); Simon Morris Partner, Corrs Chambers Westgarth (Melbourne seminar); Cameron Price, Partner, Allens Arthur Robinson (Melbourne seminar); Victoria Poole, Partner, Allens Arthur Robinson (Sydney seminar); Michael Ziegelaar, Partner, Freehills (Melbourne seminar).

Description: The recent decision in ASIC v Rich, along with other court judgments, highlights the importance of the duty of care, skill and diligence owed by company directors and officers. In this important seminar at which leading speakers will participate, the following topics will be discussed:

  • What is the standard?
    • Differences (and relationship) between the general law and statutory duties
    • Significance of a corporation's circumstances, and each director's particular responsibilities
    • Minimum standards of skill and diligence
    • Availability or relevance of shareholder ratification
  • The business judgment rule - What is it and does it really matter?
    • In ASIC v Rich, Justice Austin provides one of the first comprehensive judicial analyses of the business judgment rule in s 180(2) of the Corporations Act. The judgment addresses the big mostly unanswered questions for directors and officers like: What is a business judgment? Who bears the onus of proof? Is there a common law business judgment rule? What does the business judgment rule require? What is the effect of the requirement for a “rational belief”?
  • Staying out of trouble - lessons from the GFC and the Rich decision on practical steps to comply with directors’ duties:
    • meetings and minutes
    • bullet-proofing in the deal context
    • significance of special roles and skills - role of professional advisers