Parallel Sessions Speakers & Themes

We are delighted to welcome over 70 distinguished speakers who will be presenting in our parallel sessions on the theme ‘The Corporate Chameleon’.

Drawn from leading universities, law firms, and institutions across the globe, these experts bring a wealth of knowledge and diverse perspectives on corporate law. Their contributions will ensure a rich exchange of ideas and a truly international dialogue throughout the conference.

Please note this is a tentative list, the final program is yet to be confirmed.

1. Corporate Law Theory

A Taxonomy of Corporate Externalities: The Emperor’s New Clothes for Corporate Law?
This paper challenges the prevailing economic lens through which corporate externalities are understood and proposes a novel, rights-based legal taxonomy to reframe the role of corporate law in addressing them. Drawing on doctrinal analysis and legal theory, it argues that corporate law (and its scholarly interpretation) is not a neutral facilitator of business but a structural enabler of externalities - particularly through mechanisms like limited liability and shareholder primacy. The paper critiques the limitations of economic approaches, such as, for example, Pigouvian taxation and Coasean bargaining, highlighting their failure to account for normative and legal entitlements. It introduces a taxonomy that classifies externalities based on legal recognition and the type of rights affected – i.e., property, personal, relational, and public - distinguishing between actionable harms, recognised but non-actionable harms, and normatively significant but unrecognised harms. By grounding externalities in legal entitlements rather than economic efficiency, the paper calls for a reorientation of corporate law towards evolving societal expectations. Ultimately, it argues that the role of corporate law is paramount.
Institutional Theory for Corporate Law – An Invitation
Reliance on agency-theoretic reasoning has led to substantial theoretical and empirical advances in company law scholarship, but the narrow focus on board-level actors and phenomena has disconnected the analysis of the company from the reality of the economic organisation it is meant to enable and support. We follow Oliver Williamson’s call for a ‘law, economics, and organization’ approach, and build on Elinor Ostrom’s ‘institutional analysis and development’ framework to propose a narrative model of the company in terms of nested levels of governance. We argue that our model works as a positive description of the law as it is, and puts us in a stronger position to evaluate the likely consequences of certain normative interventions, which we illustrate with some observations about ongoing debates in corporate governance.
State-focused Corporate Law Theories: Where did they come from? And what are they doing now?
This paper will be a chapter in a book on the history of theories of the corporation. Our chapter examines state-focused theories (other chapters in the same part will examine shareholder- and entity-focused approaches, as well as Marxist perspectives). We distinguish three key state-focused traditions—fiction theory, concession theory, and control theory—that place the state and its laws at the centre of corporate formation and regulation. Fiction theory, rooted in medieval canon law, views corporations as artificial legal constructs without bodies or souls, created solely by sovereign authority. Concession theory, as articulated by John Dewey, shifts focus from metaphysical debates to the legal implications of state-conferred personality, treating corporate rights and duties as public grants subject to regulation. Control theory, by contrast, asserts the state's authority to determine which associations may lawfully exist, linking corporate recognition to broader political control over group formation. Through historical and contemporary examples—including legal rulings, progressive reform efforts, and scholarly debates—the chapter illustrates how these theories have shaped corporate law and governance. It argues that state-focused theories continue to influence legal discourse and policy, particularly in debates over corporate accountability, public interest obligations, and the limits of private ordering.

2. History and Evolution of the Corporation

The History of Incorporation
In common law jurisdictions unincorporated associations are unable to be sued in their own name because ‘they do not exist as juridical entities’. Why are unincorporated entities unable to be sued? What is the history?
In this paper, I examine the history. I find that before the 1300s it was quite normal for unincorporated associations to have legal capacities – they could hold property; could contract; could be sued for their wrongs; could be held criminally responsible etc. This changed in the late 1300s when the concept of ‘incorporation’ was introduced. The effect of the introduction of ‘incorporation’ was to divide associations into the incorporated and the unincorporated, the former with legal capacities, the latter without. In other words, the function of ‘incorporation’, rather than making group entity legal personality possible, was, instead, to take away from unincorporated groups the capacities at law that they had previously enjoyed.
As well as providing the narrative on the history of ‘incorporation’, I will show statistics on the first incorporations. I have gathered the statistics from the licenses and charters granted to group entities between 1300-1450. As part of this, I identify the first ever ‘incorporated’ entity under English law.
From Managing Agency to Managing Director A Colonial Pre-History of Corporate Governance
In this paper, I explore the colonial history of a particular form of organisation that emerged during British colonial rule, originating in India (but traversing multiple colonised outposts), the Managing Agency. The managing agency form has a long and storied history in many postcolonial nation-states, and in India it had a long arc from the turn of the 19th century to the second half of the 20th century. Managing agencies were usually partnership firms which undertook the managerial and decision-making role otherwise carried out within the corporation itself. This was to create a category of professional ‘managerial officers’ who ran and managed the corporation without shareholder oversight. They were especially preferred by British entrepreneurs for their businesses in colonised India, who did not trust the natives’ ability to run companies. By ‘critically re-describing’ the emergence and role of the managing agencies in the 19th century, I seek to examine the breaks and continuities between the erstwhile managerial systems under colonial rule and contemporary corporate governance. I argue that while contemporary issues of corporate governance are often deemed ‘regulatory’ concerns, a telling of this colonial pre-history reveals structural schisms in the corporate form itself.
Perspectives on the History of Incorporation through General Registration
Incorporation through general registration is often viewed as a distinctive, innovative element of the 19th century modern company. Commentators often highlight the introduction of general incorporation through registration by the Joint Stock Companies Act 1844 and the recognition of limited liability of company members in the Limited Liability Act 1855 as seminal moments in company law history. For example, WR Cornish and GN Clark state that the modern business corporation acquired its essential attributes in the mid-Victorian years. This paper considers that claim in relation to general registration.

3. Evolutions and Trends in Corporate Forms I: Corporations and Community

The Prospects of Large Private Companies in South Africa
To encourage the incorporation of large private companies, the South African legislature abolished the previously mandated limit of 50 shareholders for private companies. At the same time, the definition of ‘an offer to the public’ was expanded to include “an offer of securities to be issued by a company to any section of the public, whether selected ‘in any other manner…’” This paper argues that this definition effectively prevents the establishment of large private companies as numerous shareholders to whom securities are offered may be regarded as ‘a section of the public.’ This militates against the clear public policy of encouraging the formation of large private companies by doing away with the statutory limit on the number of shareholders. The paper argues that the legislature’s silence on the inclusion of private companies in the list of offers that are not offers to the public and/or as part of offers that may be prescribed by the Minister as not being offers to the public, makes the formation of large private companies untenable. It is argued that large private companies may be forced to convert into public companies even if they can still demonstrate that they can restrict transferability of their securities and prohibit the offering of their securities to the public.
In the South African context, where the formation of large private companies may be ideal for small communities which may not afford the regulatory burden that comes with the creation of public companies, the expansion of the definition of ‘an offer to the public’ under the Companies Act, 2008, is clearly counterproductive.
Incorporation and Support Structures: Spotlighting Supported Decision-making in an Incorporated Support Structure
Supported decision-making enables people who experience challenge or fluctuation in their decision-making capacity to exercise their legal decision-making rights. Consistent with Article 12 of the Convention of the Rights of Persons with Disabilities, rather than presuming that such people cannot make choices which affect their lives, supported decision-making scaffolds assistance, information and encouragement to enable them to understand, weigh options and express their own will and preferences. Currently, supported decision-making for an individual with decision-making support needs can be structured in a variety of ways, either without legal intervention via models such as ‘circles of support’, or through more formal legal structures involving an incorporated body, such as a Microboard.
In 2025, the South Australian Law Reform Institute completed a reference on incorporated support structures with broad and engaged consultation from persons with disabilities, interest groups, professionals and the community. A review of the legislative frameworks available for incorporation, including the Associations Incorporation Legislation and the Corporations Act identified a disconnect between the types of organisations typically incorporated under the Associated Incorporations Acts (in every state – often sporting or community groups) and the purpose underpinning an incorporated support structure, being designed to facilitate supported decision-making for an individual. Similar concerns existed for incorporation under the Corporations Act, particularly given the movement in the last decade towards a stakeholder-inclusive approach to corporate responsibility, which rather uncomfortably with a structure incorporated around the decision-making support needs of one individual. In both contexts, the structure raises questions regarding who would be members of both the structure and its board, and the process and legal impacts of decision-making within the structure generally and more specifically by the board. This paper highlights the legal perspective on these challenges while retaining a focus on the priority on supported decision-making for individuals with decision-making support needs.
From Club to Corporate Entity: The Corporate Transformation of Australian Sports Organisations
The evolution of sports organisations in Australia reflects a dynamic transformation from informal, community-based clubs into sophisticated corporate entities. This transformation illustrates how sport has adapted to legal, economic, and cultural shifts over time. Initially, clubs relied on volunteers performing many functions and relied on local community support. However, as sport became increasingly professionalised and commercialised, many of these organisations transformed from loosely organised local clubs and adopted corporate structures to manage assets, negotiate broadcasting rights and attract sponsorship. The emergence of professional leagues shifted from traditional models towards formal incorporation, with board governance as companies limited by guarantee. Macdonald and Ramsay (2015, 2016 and 2023) examine how these entities adopt constitutions, appoint directors and members, mirroring traditional corporate models but modified to align with their mission orientation in the promotion of sport. This transition underscores the adaptability of sport as a social institution, capable of reshaping its identity to meet the demands of modern governance and market forces. This presentation examines the key stages of evolution and reflects upon the regulatory posture of state actors in regulating sports corporations. The sports corporations are rooted in community but driven by corporate imperatives, reflecting the legal and cultural evolution in Australia.

4. Evolutions and Trends in Corporate Forms: Old dogs, new tricks

Old Wine in a New Bottle: Corporate Law’s Enduring Role amid the Rise of DAOs
Decentralised autonomous organisations (DAOs) embody a recent trend towards organisational decentralisation in the digital era. Enabled by blockchain, these entities operate through pre-written algorithms rather than manual intervention, eliminating centralised institutions such as the board of directors. This development appears to dissolve traditional agency costs and opportunism rooted in long-term contracts, seemingly rendering the core functions of corporate law obsolete. This paper challenges that conclusion. From a historical perspective, organisational structures have long oscillated between centralisation and decentralisation—from guilds to vertically integrated firms, then to networked platforms and the sharing economy. In this broader context, DAOs are not a radical break but rather a new iteration of an old pattern, albeit technologically complex. Crucially, DAOs are unlikely to achieve full decentralisation. Their technical limitations and the necessity of human intervention ensure that they will undergo a process of re-centralisation. Accordingly, corporate law is far from obsolete. This paper argues that corporate law should evolve in response to DAOs by embracing a hybrid model grounded in the commons and reflexive law. Specifically, it proposes a three-pillar framework: dynamism for responsiveness to change, cooperation for shared governance, and procedure for embedding fairness. In doing so, corporate law can retain its regulatory relevance amid the rise of algorithmic organisations.
DAOs, Blockchain, and "the Right to be Forgotten": A Review of the Legal Landscape and Literature
This research explores the challenges faced by Decentralized Autonomous Organizations (DAOs), entities that enforce decisions through smart contracts on a blockchain. The primary focus of the research is the juxtaposition between DAOs and the European Union's data protection framework, more precisely Article 17 of the GDPR (the right to be forgotten). While the conflict between blockchain immutability and the GDPR is well-documented, this research specifically explores how the issue applies to DAOs. The lack of centralized control and automated governance mechanisms further complicates compliance issues for DAOs with the "right to be forgotten". The study examines whether organizations built on an immutable blockchain, without centralized governance, can comply with this right.
Both existing and emerging solutions to the compliance issue are analyzed, ranging from cryptographic deletion techniques to partly centralized compliance mechanisms. However, the study reveals that gaps in regulatory clarity leave DAO participants in a state of legal uncertainty. The conclusion highlights that as DAOs grow and play a bigger role in the world of organizations, blockchain-friendly regulations and legal interpretations from EU institutions, particularly the Court of Justice of the European Union (CJEU), are needed to provide clarity regarding GDPR compliance for DAOs.
Mutuals in Australia: Legal Form, Taxation and Potential for Expansion
Mutuals occupy a distinctive position in Australian business structures, combining elements of both companies and partnerships. Owned and controlled by their members, mutuals – often structured as co-operative companies – exist primarily to provide services to those members rather than to maximise shareholder profit. This paper examines the legal form of mutuals in Australia, contrasting their governance and organisational features with those of companies and partnerships. It explores the taxation of mutuals under Division 9 of Part III of the Income Tax Assessment Act 1936, highlighting the hybrid nature of their treatment: profits from member business can be deducted from taxable income, creating a flow-through effect similar to partnerships, while non-member profits are taxed in the same manner as companies. The paper surveys current uses of mutuals in Australia – particularly in financial services, insurance, health funds, and agricultural co-operatives – and compares their prevalence in Australia with several overseas jurisdictions, where mutuals are often used more prevalently. Finally, the paper considers whether mutuals could play a greater role in other sectors of the Australian economy, assessing potential advantages, limitations, and policy considerations. The analysis aims to contribute to the broader debate on corporate forms, member-owned enterprises, and tax policy reform.

5. State-Owned Corporations: a peculiar breed?

Corporate Climate Accountability of Indian SOEs: Re-aligning Practice, Policy, and Regulatory Governance
The Indian State is one of the largest shareholders among companies in India. Indian state-owned companies (Indian SOEs) are also some of the world’s largest carbon emitters. SOEs reflect a corporate governance paradox: though they prioritise public interests over profit, yet often fall behind in climate accountability. This is largely due to institutional challenges—political influence, economic goals, and governance issues—that obstruct effective climate action.
On the public law front, the Supreme Court of India recognised the right to be protected against the adverse effects of climate change as a fundamental right. The Government of India, the majority shareholder of Indian SOEs, is also committed to carbon neutrality and sustainability. Indian SOEs are also considered as ‘state’ under Article 12 of the Constitution of India, and public law duties would apply to them. In terms of private law as well, the Indian corporate law accords equal importance to ‘environment’ as a stakeholder constituency in board decision-making.
Despite these developments, climate accountability mechanisms are lacking. Corporate climate litigation against these Indian SOEs, employing corporate law enforcement mechanisms, for failure to adhere to their climate commitments is nil. Public law mechanisms have also seen modest success.
The primary aim of this research is to explore how corporate climate accountability in Indian SOEs can be strengthened. A key aspect of the research will be to assess the efficacy of existing sustainability reporting mechanisms, board composition requirements, and director duties in fostering a culture of climate-conscious decision-making within Indian SOEs. While the focus of this paper would be on corporate and securities law enforcement mechanisms, it will also analyse how private law and public law mechanisms could better interact to enhance corporate climate accountability.
This paper aims to provide actionable policy and governance reforms to enhance Indian SOEs’ climate responsibilities and support national and global sustainability goals.
When Politics Meet Corporate Boards: Dual Officeholding, Fiduciary Duties and Conflict of Interest in the Governance of a State-Owned Superholding Company under Indonesian Law
The establishment of Danantara, Indonesia’s state-owned superholding company, under Law No. 1 of 2025 reconfigures the governance landscape for Indonesian stateowned enterprises (SOEs). Despite the intended enhanced efficiency and commercial orientation as a sovereign wealth fund, the reconfiguration could also result in a concentration of political and corporate power. The Minister of Investment concurrently serves as the CEO of Danantara, the Board of Supervisors is composed entirely of sitting cabinet ministers; and vice ministers have been appointed as board members in Danantara’s subsidiary SOEs. This pattern of dual officeholding raises legal concerns about fiduciary duties, conflicts of interest, and the limits of Indonesian company law in regulating politically embedded corporate governance. This paper investigates the legal implications of such overlaps by examining the statutory framework governing Danantara and the subsidiary SOEs. It analyses whether the current regulatory regime meaningfully constrains politically driven decision-making, protects minority shareholders, and upholds commercial autonomy. The study finds that Indonesian law offers limited safeguards against political dual officeholding within a superholding structure. Without a clear separation and effective conflict-of-interest enforcement, Danantara’s governance is vulnerable to political patronage. The paper proposes targeted reforms, which include mandatory cooling-off periods, independent nomination mechanisms, and statutory prohibitions on concurrent ministerial–corporate appointment.
Recent US Government Ownership of Business Companied to Australian Government Ownership: Where and How
While Australian state ownership of businesses has been on the wane in recent decades, Australian state and federal jurisdictions have historically used government-owned businesses to support and develop economically important industries that in the United States for pragmatic and ideological reasons have been more often left to private sector ownership. While the US government has historically taken an interest in strategic industries, US intervention has typically taken forms other than equity investments.
In 2025, the Trump administration has seemingly changed course, with the US government announcing equity investment or ownership-like arrangements with companies in strategically important industries that have traditionally been left to private sector control including steel and computer chip manufacturing. Most recently, on 15 August 2025, news broke that the Trump Administration is exploring taking a US government stake in Intel Corp. This flurry of atypical US government equity investments in private sector businesses merits attention.
This research will examine the rationales and strategies used in recent US government proposed or consummated investments in business enterprises and compare them to the current Australian position on government equity ownership of business enterprises. The analysis will attempt to draw some conclusions about the merits of government equity ownership of businesses operating in economically important or otherwise strategic business sectors as compared to other forms of government control (such as regulation) or no government involvement at all.

6. Corporate Criminals

Kicking the Body and Damning the Soul: the Changing Face of Direct Corporate Criminal Liability
The difficulty in imposing criminal liability on corporations has long been recognised as a complex and vexed legal issue, supported by Fisse’s oft-quoted observation that the “attribution of criminal liability to corporations… is one of the blackest holes in criminal law.”
In April 2019, the Australian Law Reform Commission was requested by the then Commonwealth Attorney-General to undertake a review of Australia’s corporate criminal liability regime, with the ALRC’s Corporate Criminal Responsibility Report delivered in August 2020, containing 20 different recommendations for reform. Those recommendations included a proposal for a single attribution method for corporate criminal liability, with two alternative methods put forward for consideration. Despite the passage of more than five years, the recommendations of the ALRC are yet to be adopted.
This paper will consider the place of direct corporate criminal liability within the broader framework of responsibility for corporate misconduct, and argues that it is essential that corporations be subject to an appropriate model of direct criminal liability. The impact of considerations of accountability, deterrence, systemic issues, the public interest, and complementary individual liability will be addressed in this context.
James Hardie: Or how to get away with murder
In the 1990s, increasing evidence emerged that many former employees and customers of James Hardie Industries’ asbestos products had contracted the killer lung disease mesothelioma. Although James Hardie knew of the dangers of its product decades before, it only stopped asbestos production in Australia in 1987. James Hardie Group restructured and moved offshore in 2001, leaving behind a grossly underfunded Medical Research Compensation Foundation (MRCF) to administer its asbestos liabilities. As the harms of asbestos and James Hardie’s callous disregard of those who suffered became apparent, the company came under significant legal, social and political pressure. James Hardie became a social pariah, expressed in part in the rejection or removal of James Hardie’s (overt) sponsorship. Recently, James Hardie has resurfaced in the broader public with its name appearing on Parramatta Eels jerseys, the James Hardie Centre of Excellence and Community Centre, and the prime-time renovation reality show The Block. This paper interrogates the recent re-emergence of a “killer company” for insight into corporate ir/responsibility. If we think of chameleons as changing superficial characteristics to appear more acceptable to others – at a time when Australia is estimated to have one of the highest measured rates of mesothelioma in the world, with 700-800 people diagnosed with the aggressive cancer each year and compensation cases are still fought in various tribunals – what does the resuscitation of James Hardie signify about our (legal) concepts of the corporation?
The Evolution of the ‘Directing Mind and Will’ Doctrine
The attribution of criminal liability to corporations has long rested on the identification doctrine, which limits liability to misconduct by individuals who represent the “directing mind and will” of the company. This narrow test is increasingly inadequate in the face of complex corporate structures and modern governance practices. Recent developments in the UK and Canada demonstrate a shift away from this traditional position towards greater corporate accountability. The UK’s Economic Crime and Corporate Transparency Act 2023, for instance, expands corporate liability to encompass acts by senior managers, even if they fall short of the traditional “directing mind.” In Canada, the courts have adopted a more purposive and pragmatic approach to prevent the misuse of technical corporate separateness to shield wrongdoing. This research explores the implications of these reforms and judicial trends. The research also examines the potential ripple effects for corporate compliance regimes, individual accountability, and the future of regulatory enforcement. It considers these issues in the light of the recent and somewhat contrarian decision of the Singapore High Court in Public Prosecutor v China Railway Tunnel Group Co Ltd, which has affirmed the relevance of the directing mind and will theory to corporate liability.

7. Corporate Culture

Corporate Accountability and Deferred Prosecution Agreements: Driving culture change?
Deferred Prosecution Agreements (DPAs) allow prosecutors to negotiate and enter into agreements with corporations to defer or suspend criminal proceedings and are seen as quicker, cheaper and more predictable than the conventional criminal trial process. Increasingly they are part of public enforcement actions against corporate crime in various jurisdictions other than Australia, which considered but rejected this mechanism.
Proponents of DPAs also see them as enabling culture change within organizations and thereby having the potential to prevent further wrongdoing. While corporate culture is an amorphous and contested concept, DPAs are seen as impacting on this positively through the appointment of corporate monitors and by incentivising the creation and maintenance of compliance programs, prompting cooperation with investigations, and enabling a proactive reporting culture.
This paper looks at the experiences in England & Wales and Jersey in respect of the creation and enforcement of DPAs to examine how and if they can impact positively on corporate culture. I draw comparisons with the Australian scheme of enforceable undertakings, which share some features with DPAs. In doing so, I draw on a number of cases studies, including Crown Casino, ANZ and Rolls Royce to illustrate these.
Corporate Culture and Higher Education: Searching for normative yardsticks
The 21st century has seen repeated and egregious instances of corporate misconduct. From banking and casinos to theme parks and vocational education and training, the law’s ability to hold corporations to account is increasingly being called into question. The public sector isn't immune (consider Robodebt) nor is higher education, enmired in longstanding wage theft and ongoing restructuring and funding challenges. As body corporates established by purpose-built legislation, with their objects clearly stated in statute, Australian public universities are unique as a corporate species. Yet, the challenges of the corporate form remain.
This paper seeks to draw on a holistic, systems-based approach to assessing corporate culture, consistent with recent and groundbreaking developments in corporate responsibility, as a lens for considering the culture at Australia’s universities.
The paper’s focus is threefold. First, it examines the climate of restructuring and systemic change that pervades the sector nationally. Second, it addresses the apparent misalignment between the universities' statutory purpose and a culture that prioritises short-term financial outcomes. Finally, it discusses the increased corporatisation of the sector, exemplified by recent mergers, which signals a new phase in the adoption of corporate practices. This timely contribution aligns with the ongoing Senate Inquiry into the Quality of Governance at Australian Higher Education Providers.
Corporate Culture as Regulatory Doctrine: Constructing a Jurisprudence of Culture in Corporate Law
Corporate "culture" is invoked as both cause and cure of corporate misconduct, yet it lacks a stable legal role. This article argues for the juridification of culture in corporate law and develops a concise model for how culture operates in doctrine. First, it specifies four legal roles: (1) probative evidence of systems and fault; (2) content of directors’ oversight and care duties; (3) a proxy for organisational fault/attribution in civil-penalty regimes; and (4) an aggravating/mitigating factor in sanctions and undertakings. Second, it identifies doctrinal anchors in Australian law (directors’ duties, attribution and compliance systems, civil penalties), drawing comparative lessons from the United Kingdom’s “failure to prevent” approach and United States treatment of compliance programs. Third, it sets fairness guardrails: foreseeability, specificity and proportionality; to manage vagueness and hindsight risk, and outlines admissibility principles for auditable indicators (incentives, whistleblowing outcomes, board information flows). The contribution is conceptual: it supplies a principled jurisprudence that reconciles ethical aspiration with legal certainty and furnishes a practical map for courts and regulators. The article thereby repositions corporate culture as a justiciable regulatory tool rather than rhetoric, laying the foundation for subsequent work on metrics and enforcement.

8. Corporate Purpose

Purpose Beyond Profit – Modernising Corporations Law
Recent times have seen an explosion of interest in, and focus on, the concept of corporate purpose in numerous disciplines partly in response to shifts in societal expectations of companies and their directors. However, there are many challenges to meaningful outworking of corporate purpose in practical terms. In this presentation I will examine aspects of the corporate purpose debate with particular focus on the potential introduction of a new purpose-based legal vehicle in Australia. This forms part of my ARC Future Fellowship Project (commencing in 2026) on ‘Purpose Beyond Profit: Modernising Corporations Law’.
Corporate Purpose, Competition Law and the Regulation of Corporate Power
Corporate purpose is typically thought of as originating from and sitting within corporate law. The debate on corporate purpose has been largely undertaken by and within the corporate law community, and there has been very limited engagement with corporate purpose by areas outside of corporate law. This paper explores the relevance and implications of corporate purpose to areas of law beyond corporate law. First, it reframes corporate purpose as a concept that pertains to the regulation of corporate power and examines the relevance and implications of corporate purpose beyond corporate law via its consequences and interactions with laws and regulations that regulate corporate power. It does this by exploring the relationship and interaction between corporate purpose and competition law, which is concerned with the regulation of market power. In particular, the paper looks at the resurgence of purpose-driven companies and what that might mean for competition law.
The Charitable Corporate Person
What makes a charitable corporation a suitable person to pursue its purposes and enjoy the benefits, and responsibilities, of that status? This paper seeks to address this question through a novel analytical approach, drawing insights from recent royal commissions into financial services and casino misconduct. Commissioner Hayne laid the foundations for the framework through the articulation of his six key normative principles underpinning fair trading requirements in the financial sector. Commissioner Finkelstein drew on this work to develop a set of core corporate values that a legal person must manifest in order to be considered suitable to hold a casino operator’s licence.
Adopting and adapting these analytical methods, my doctoral research has distilled seven key normative principles from the laws and regulations governing incorporated charities and the services and activities they provide. This paper demonstrates how these principles translate into core charitable values that should be held by, and guide the conduct of, charitable corporations. In so doing, the analysis contributes a novel analytical and normative toolkit for the better governance and regulation of Australia’s charities sector.
Corporate Purpose and Commitment Issues
The challenge of corporate commitment to purpose is well-known. This article examines it through a game-theoretic lens, revealing that corporations rationally avoid commitment unless legally compelled. Offering historical examples, this article argues that legal mechanisms were put in place to ensure commitment; in our present day, such mechanisms are gone, and so are the incentives of the corporation to adhere to its purpose. The article identifies only one setting —the so-called outlier corporations — where the corporation will opt to commit even in the absence of legal mechanisms that incentivize it to do so. This study contributes to interdisciplinary debates in law, economics, and organizational theory, reigniting the debate whether there is a need for legal enforcement mechanisms to ensure corporate adherence to purpose.

9. Shareholder Remedies and the Corporate Person

Reconstructing Involuntary Dissolution in China – Judicial Insights into its Remedial Function
Chinese legislators originally positioned involuntary dissolution as a narrowly defined legal mechanism intended primarily to resolve corporate deadlock. However, an analysis of judicial decisions from 2023 to 2025 reveals a significant divergence between legislative intent, judicial application, and the actual remedial needs of shareholders. In practice, courts at various levels in China tend to adopt a formalistic approach, using the company's continuous operational status as the central criterion for determining whether to grant a petition for compulsory dissolution. This operational-focused standard overlooks the substantive realities faced by applicant shareholders, whose primary motivation for seeking dissolution is often to obtain relief from sustained and serious oppression by controlling shareholders. As a result, we found that both the legislative design and prevailing judicial practice substantially constrain the remedial function of the involuntary dissolution mechanism, limiting its effectiveness in protecting minority shareholder rights.
This article argues that the statutory criterion of “serious difficulties in the company’s operation and management,” as provided in China’s Company Law, should be structurally deconstructed and functionally reinterpreted. While retaining its original function of resolving corporate governance deadlocks, the scope of application of judicial dissolution should be appropriately expanded. It must evolve to serve not only as an instrument for addressing internal governance breakdowns but also as a meaningful legal exit mechanism for shareholders suffering from rights violations.
Shareholders Monetary Remedies and the Separate Legal Entity
Prudential Assurance Co Ltd v Newman Industries Ltd (No 2) [1982] Ch 204 is cited for the proposition that where a loss is suffered by a company that reduces the value of the company’s shares, a shareholder does not have standing to bring a personal action for the wrong. Their option is to seek leave to bring a derivative action. This principle has previously been justified on the basis of avoiding double recovery. However, recent case law shows that the policy basis for excluding standing to bring “reflective loss” claims at general law (and hence the boundaries of this principle) are still contested. The position is further complicated by statutory provisions that create shareholder remedies which blur the distinction between personal and derivative actions, such as sections 232, 1324 and 1041H of the Corporations Act 2001 (Cth). Another aspect of this friction is the instruction in section 1317QF of the Act to prioritise compensatory remedies over civil penalties or relinquishment orders. This paper explores the various strands of the tension between shareholder claims for monetary remedies and the implications of the recognition of the company as a separate legal entity.
The Oppression Remedy and Trading Trusts: Where to from here?
The trading trust is a popular structure for many Australian businesses. Significantly, individuals involved often wear a variety of hats including director and member of the trustee company, as well as being a beneficiary of the trust itself. The trading trust with a corporate trustee brings together two areas of law, the law of trusts and the law of corporations.
This raises the question of whether a member of the corporate trustee who is also a beneficiary has access to remedies under the Corporations Act. There has been a divergence of authority in relation to whether the oppression remedy, found in Pt 2F.1 of the Corporations Act 2001, can be utilised by a member of the corporate trustee, and if orders can be made in relation to the trust itself. This paper will consider the recent judgment from the New South Wales Supreme Court Court of Appeal of David & Ros Carr Holdings Pty Ltd v Ritossa [2025] NSWCA 108. Importantly, this paper critically examines whether this judgment has provided much need clarity in relation to the application of the oppression remedy to corporate trustees.

10. Evolving Directors’ Duties I: AI and Corporate Governance

Boardroom Blind Spots: Mapping Governance Approaches to Cybersecurity and AI Ethics in the Absence of Regulatory Clarity
As artificial intelligence (AI) and cybersecurity risks intensify, corporate boards face increasing pressure to demonstrate ethical oversight and technological competence. Yet, conventional governance frameworks, rooted in financial and legal accountability, often fail to account for the pace, complexity, and normative uncertainty surrounding digital technologies. This paper presents a scoping review that critically examines how boardroom responsibilities are evolving in response to these emerging challenges.
Drawing on academic literature, regulatory commentary, and professional standards, the review examines the extent to which corporate governance practices are equipped to manage the ethical and operational risks associated with AI and cybersecurity. Particular attention is paid to how these concerns are situated within broader ESG (Environmental, Social and Governance) obligations and whether current governance structures support or hinder responsible oversight.
In the absence of consistent regulatory guidance, boards must navigate ethical grey zones involving data use, algorithmic accountability, cybersecurity preparedness, and stakeholder transparency. This review maps key themes and identifies conceptual gaps to support a more coherent integration of digital ethics into corporate governance scholarship.
By foregrounding the ethical dimensions of technological disruption, this paper contributes to ongoing conversations about board accountability, regulatory design, and the future of responsible corporate leadership.
Transformation through AI – what stays what goes for Australian Corporations in the Age of AI?
Artificial Intelligence (AI) is not simply a technological innovation but a catalyst for systemic corporate transformation. This paper examines the question: what endures and what must change in the corporate landscape in the Age of AI? It situates corporate transformation within the broader frameworks of governance, regulation, and legal accountability. Enduring are the foundational principles of corporate legitimacy—fiduciary duties, regulatory compliance, ethical responsibility, and transparency. These values remain indispensable in sustaining trust between corporations, regulators, and stakeholders. By contrast, business processes, decision-making hierarchies, and modes of service delivery are undergoing rapid transformation through automation, predictive analytics, and data-driven systems.
The analysis develops three interrelated dimensions of transformation. First, structural, where automation reshapes workforce composition, management, and board oversight. Second, strategic, where AI capabilities alter market positioning, supply chains, and risk management. Third, normative, where corporations must recalibrate their values to ensure human oversight, accountability, and fairness in increasingly algorithmic environments.
Ultimately, AI demands more than adoption: it requires corporations to reimagine their governance and compliance frameworks, embedding resilience and adaptability while reaffirming enduring legal and ethical commitments. Transformation in the Age of AI is thus both an operational imperative and a normative test of corporate purpose and responsibility.
From the Fiduciary Triad to the Algorithm-focused Boardroom: Anticipatory Governance and Reformulating Directors' Duties
AI-informed decision changes fiduciary duties with added opacity and delegation pressures flouting fiduciary oversight. This paper restructures directors fiduciary duties in two contextual pillars: algorithmic oversight, and basis of non-delegation in way that allows boards to be held accountable for their AI-informed decisions (e.g., capital allocation, risk scoring, procurement) and prevents directors from delegating human judgments to systems or vendors. It is framed in anticipatory governance and anticipatory baseline standards. From an internal perspective: boards will have to develop internal controls-model-risk governance, model-risk assurance, explainability thresholds for decisions based on its criticality, vendor due diligence with audit rights, decision logs that trace through decision inputs, human or AI interventions and business outcomes, and competency expectations as an established baseline before the directors rolled out any AI-enabled decision support system. From an external perspective, targeted regulatory levers-targeted disclosures to reveal both direct and indirect impact on AI; independent certification for high-impact systems; incident reporting including near misses; supervisory guidance confirming responsibilities to be non-delegated. It allows for operability while remaining flexible without diluting the basis for fiduciary duties, while also providing board standards and regulatory levers, and to remain responsibility-traceable with increasing yet organic integration of decision-support systems using AI.
Reconciling Theory and Practice: An Integrated Framework for Directors in Algorithmic Corporate Governance
This paper introduces the Adaptive Algorithmic Governance Framework (AAGF), a comprehensive theoretical model designed to assist directors in managing their evolving responsibilities in algorithmic corporate governance. The framework synthesizes core concepts from institutionalism, knowledge governance, reconceptualized agency theory, and polycentric governance. As algorithmic systems reshape corporate decision-making processes, directors encounter unprecedented challenges, including knowledge asymmetry, algorithmic autonomy, and temporal misalignment between governance development and technological innovation. Different jurisdictions exemplify these challenges through distinct approaches: Australia’s liability-driven framework, America’s innovation-focused model, Britain’s structured flexibility, and Europe’s compliance-centric system. The AAGF addresses these challenges by establishing a comprehensive framework emphasizing three key directorial duties: supervision, co-creation, and support. While recognizing jurisdictional differences, the framework highlights universal principles, offers adaptable mechanisms responsive to technological change, and addresses the theoretical tensions unique to algorithmic governance. By bridging theory and practice, the AAGF guides directors through the complex landscape of algorithmic governance and fiduciary duties in increasingly digital corporate environments. This dynamic, multi-dimensional approach expands understanding of directors’ roles beyond traditional governance boundaries and explores the specific challenges posed by algorithmic systems, thereby enriching the corporate governance literature.

11. Evolving Directors’ Duties II: evaluation and revaluation

Stocktaking Directors’ Duties in Australia since Cassimatis
In recent years there were some significant cases in Australia dealing with directors’ duties. They are probably as significant as the case of Daniels v Anderson (1995) 37 NSWLR 438, which upset directors when objective standards, reasonable care and diligence, and aspects of the duty of care that arises under the common law principles governing liability for negligence, were held to be the acceptable principles for establishing a breach of directors’ duty of care, skill and diligence.
This paper focuses on some aspects regarding directors’ duties towards the company as separate legal entity, touched upon in the following cases: Securities and Investments Commission v Cassimatis (No 8) (2016) 336 ALR 209; Cassimatis v Australian Securities and Investments Commission (2020) 275 FCR 533; Pacific Current Group Limited v Fitzpatrick [2024] FCA 1480; Chopsonion Pty Ltd (Controllers Appointed) v Watts Meat Machinery Pty Ltd (No 2) [2025] FCA 4; Australian Securities and Investments Commission v TerraCom Limited [2025] FCA 726; . Sunnya Pty Ltd v He [2025] NSWCA 79; and Special Gold Pty Ltd (in liq) v Dyldam Developments Pty Ltd (subject to a Deed of Company Arrangement) (No 2) [2025] FCA 825.
Did these cases result in greater clarity and certainty regarding directors’ duties, or are there still confusion and uncertainty, which make it difficult for directors to know with certainty what is expected of them not to breach their duties toward the corporation.
Company Officers as Corporate Chameleons
Australian company law contemplates distinct actors in the corporation namely – directors, members/shareholders and officers. Officers are widely considered among the most central figures in corporate governance but are some of the least theorised participants. While the Corporations Act 2001 (Cth) and case law make clear the identities of directors and shareholders, it is more difficult to clearly distinguish who is an officer in a corporation. The Corporations Act 2001 (Cth) broadly defines ‘officer’ to include directors, secretaries and individuals that influence the corporation’s financial standing or business decisions, which may also extend to receivers, administrators and liquidators. This interpretation was further expanded in ASIC v King where the High Court determined that the meaning of ‘officer’ is not limited to those who hold or occupy a named office, or a recognised position with rights and duties attached to it. This broad definition and interpretation mean that individuals can change between ‘officer’ status in a chameleon-like manner depending on context. This is problematic because corporate law specifies that different consequences attach to different categories of corporate actors. Clarity as to whom the law views as an ‘officer’ is crucial. This article seeks to address what is currently missing from Australian corporate law – a further delineation of ‘officer’status as a distinct role that is contemplated in corporate jurisprudence.
The Fish Rots from the Head: The Board of Directors, Collective Responsibility and the Corporations Act
The Chinese proverb, “The fish rots from the head” expresses the general truth of corporate governance that ultimate responsibility for corporate operations starts and stops in the boardroom. If a company is a fish, the board of directors is its head. The same truth does not extend to the current conceptualisation of directors’ duties under the Corporations Act 2001 (Cth) (‘the Act’), the principal statute regulating corporations in Australia. This paper examines the dichotomy between corporate governance and the Act and presents the case for reforming section 180(1) of the Act to require a duty of care owed by the board of directors as a collective, rather than as individuals. The paper draws on legal and theoretical debates concerning the nature of the duty of care, the role of corporate governance, the corporate form and difficulties in attributing liability to corporations.

12. Evolving Directors’ Duties III: The expanding core

Directors’ Duty of Care and Non-Financial Risk: A Comparative Approach
The physical environment is the source of much of the risk exposure for companies today, and this takes the form of non-financial risk. This paper examines the evolving landscape of directors’ duty of care in relation to non-financial risks through a comparative analysis of recent judicial decisions across multiple jurisdictions. Drawing on landmark cases arising out of Japan’s TEPCO nuclear disaster, the UK’s ClientEarth v Shell climate litigation, and Australia’s Cassimatis, this study explores how courts grapple with director liability for environmental and reputational risks that may result in financial losses.
This paper tentatively proposes an alternative approach to categorising non-financial risks that distinguishes between persistent risks and escalating risks based on the availability and certainty of scientific evidence. Whether and how some form of business judgment protection should operate to shield directorial decision-making will also be explored.
Restitutionary Claims in the context of Corporate Governance
The unjust enrichment formula provides the primary rationale for restitutionary claims, under which a plaintiff is entitled to recover the benefit or gain received by the defendant. According to this formula, a defendant should restore a benefit received from the plaintiff if: (1) there is a defendant’s enrichment; (2) the enrichment comes at the expense of the plaintiff; (3) the enrichment is unjust; and (4) there is no defence available to the defendant. However, recent literature has raised doubts about the plausibility of this formula, whether from doctrinal, theoretical, or historical perspectives.
This paper proposes analysing restitutionary claims in the context of corporate governance through the prism of the recent debate between supporters and opponents of the unjust enrichment formula. Specifically, it will examine classical case law concerning the following restitutionary claims: (1) restitution of benefits received by directors in breach of their fiduciary duties; (2) restitution in cases involving the misappropriation of corporate assets by corporate officers; and (3) restitution of benefits in the context of shareholder derivative claims. The analysis of these cases will explore whether the corporate governance context is susceptible to the recent criticisms directed at the unjust enrichment framework. It may also suggest a new direction for the understanding and development of restitutionary claims within corporate governance.
Business Judgement – Whether a Presumption or a Defence?
Common law recognizes the doctrine of “business judgement” as an effective balancing act between alleged breach of director duties and managerial violations vis-à-vis commercial wisdom and business autonomy. Established primarily through judicial precedents, this doctrine has gained prevalence with increasing complexities of managerial accountability and nuances of director primacy, in most governance frameworks. This has been more so in recent times, with debates over corporate purposes / objectives, stakeholder-oriented approaches, and enlarged spectrum of director duties (no longer confined to conventional ideas of corporate ownership and shareholders).
While “business judgement” remains to be statutorily endorsed in most jurisdictions, it has proven its practical relevance through case law and judicial precedents quite assertively. India, similar to several other common law countries, has validated and applied the doctrine across several corporate instances, including, inter alia, director duties, restructuring and mergers, remedies of oppression and mismanagement, insolvency resolution procedures, on a recurring basis. Having said that, the jurisprudence on “business judgement” stands quite imprecise and ambiguous in India. This is because, while judicial precedents following the march of common law, applies the doctrine as a rebuttable presumption (i.e., a presumption which can be annulled by proving breach or violation), India’s Companies Act 2013 purportedly enunciates the doctrine under section 463 as a substantive defence to breach that is proven and established, although subject to judicial discretion. Hence, if section 463 is considered a statutory reiteration of the doctrine, the manner and sequence in which it is applied raises uncertainties as regards the foundational tenet of the doctrine otherwise found in common law. It is this vexatious gap which the paper proposes to explore and critique.
Directors’ Role in Anti-Money-Laundering Governance – A Comparative Perspective
Money laundering activities continue to rise globally, driven by the explosive growth of crypto-related laundering and the spread of large-scale scam networks. In 2023, Singapore uncovered its largest money laundering scandal, involving over SGD 3 billion in illicit assets and exposing vulnerabilities in corporate governance. In Australia, regulators have taken action against directors of The Star Entertainment Group for their role in facilitating money laundering, while in the United Kingdom, “Operation Destabilise” revealed a sprawling crypto-enabled laundering ring with links to Russian intelligence and organised crime. Regulators across jurisdictions have responded by strengthening anti-money laundering frameworks, signalling that stricter penalties will be imposed not only on entities but also on their directors. While it is uncontroversial that perpetrators—whether individuals or corporate vehicles—must face sanctions, the precise scope of directors’ liability for their companies’ involvement in money laundering activities remains unsettled. This article focuses on the responsibilities of directors in helping their companies avert liability for money laundering. It undertakes a comparative analysis of recent regulatory and case law developments in the UK, Australia, and Singapore, and considers how each jurisdiction balances the imperative of preventing financial crime with the need to preserve entrepreneurial freedom. It also asks whether cross-jurisdictional lessons can be drawn for more coherent governance of directors’ anti-money laundering duties.
Closing the Korea Discount? Fiduciary Duty and the Corporate Power Shift
Korea’s 2024 reform of its Commercial Act signals a bold attempt to tackle long-standing issues behind the “Korea discount”—persistent undervaluation of Korean firms due to governance risks and weak minority shareholder protection. The amended Article 382-3 introduces an explicit fiduciary duty of loyalty toward “all shareholders,” aiming to enhance director accountability and market trust. This paper examines whether the legal changes can substantively shift corporate behavior and reduce structural valuation gaps. It analyzes whether directors now face expanded civil and even criminal liability in transactions such as unfair mergers, split-off IPOs, or controlling shareholder deals. We also explore whether individual shareholders may now claim direct compensation, and whether courts will interpret these duties as enforceable constraints or symbolic gestures. By situating Korea’s reform in comparative context—with references to Australia, Canada, and Hong Kong—we assess the reform’s potential to rebalance corporate power and reduce governance-driven market discounts. Does this statutory redefinition of fiduciary duty offer a legally coherent and effective response to the Korea discount? Or does it risk introducing ambiguity and litigation without real accountability? Korea’s case offers timely insight into how legal design can influence corporate valuation and investor confidence.

13. Evolving Directors’ Duties IV: Climate, SDG and ESG

Reimagining Directors’ Duties in the SDG Era: Perspectives from India and Australia
This paper reassesses the role of directors in India and Australia through the lens of the Sustainable Development Goals. It begins by situating directors within corporate governance as stewards of strategy, risk oversight, capital allocation, disclosure, and accountability. The Indian discussion considers how statutory duties, mandatory CSR expenditure, and BRSR disclosures shape board responsibilities for environmental and social outcomes. The Australian discussion examines duties of care and good faith, modern slavery reporting, active enforcement against misleading sustainability claims, and emerging climate disclosure standards, with attention to engagement with First Nations communities.
Methodologically, the paper undertakes a comparative doctrinal analysis of the legal architecture that defines directors’ responsibilities in each jurisdiction. For India, it examines the Companies Act 2013, including section 166, the CSR spending framework and rules, SEBI’s BRSR requirements and circulars, and relevant judicial and administrative materials. For Australia, it analyses the Corporations Act 2001, including sections 180 and 181, the Modern Slavery Act, the ASX Corporate Governance Principles and Recommendations, and the proposed AASB climate-related disclosure standards, together with regulator guidance and enforcement outcomes on misleading sustainability claims. The comparison identifies convergence and divergence in the scope of the duty of care and diligence, the content of the best interests test, expectations around risk oversight and transition planning, reliance on experts and assurance, and consequences for breach.
The paper closes by identifying what the SDG agenda adds to the expectations placed on boards and by setting out a reimagined account of directors’ duties for both jurisdictions. It proposes a clear standard that includes baseline competence on SDG salient risks, a defined line of oversight from the board to management, credible targets tied to strategy and capital allocation, reliable assurance for sustainability claims, and informed engagement with affected communities and supply chains.
An Analysis on Corporate Governance Standards and ESG Compliance in Renewable Energy Companies in India
The rapid transition towards renewable energy in India driven by ambitious government targets, private sector investments, and international climate commitments has elevated the importance of Corporate Governance and Environmental, Social, and Governance (ESG) compliance in determining sectoral credibility and long term viability. This study examines the degree to which corporate governance standards under the Companies Act, 2013, and the Securities and Exchange Board of India (SEBI) Listing Obligations and Disclosure Requirements (LODR) Regulations, 2015 integrate ESG principles into the operational and strategic frameworks of renewable energy companies. The paper will investigate how effectively the governance mechanisms embed ESG requirements into corporate decision making, and the challenges companies face in aligning mandatory and voluntary ESG frameworks, including SEBI’s Business Responsibility and Sustainability Reporting (BRSR), the Global Reporting Initiative (GRI), and the Task Force on Climate Related Financial Disclosures (TCFD). The study investigates how India’s ESG disclosure norms compare to international best practices, and whether reforms are needed to strengthen governance in the renewable sector. The study employs a doctrinal legal analysis combined with case studies of leading Indian public and private renewable energy firms, assessing governance and ESG performance indicators. The study will conclude on how India can refine its corporate governance and ESG frameworks to support a resilient, transparent, and globally competitive renewable energy sector.
Rethinking Directors’ Duties in the ESG Era: A comparative approach
Traditionally, directors' duties have been understood as advancing the best interests of the company, often equated with shareholder value. However, directors today increasingly face ESG-related challenges—particularly in financial reporting under securities regulation—that require balancing conventional governance obligations with broader social expectations. This evolving landscape creates tensions: should directors prioritize financial gain or respond to societal concerns such as human rights and environmental sustainability?
This paper explores whether directors’ duties can and should be adapted or harmonized across jurisdictions to address these conflicting expectations. First, it examines the European Union’s proposed Corporate Sustainability Due Diligence Directive, which explicitly incorporates ESG responsibilities into corporate governance. Second, it analyzes the U.S. approach, focusing on the Caremark standard as a framework for ESG oversight. Finally, the paper turns to Japan, where directors are not subject to fiduciary duties under corporate law but are bound by statutory duties of care and responsibilities to third parties. The paper considers how ESG obligations can be interpreted or incorporated within this framework.
By comparing these legal approaches, this paper aims to clarify how governance structures can evolve to support directors in navigating the complex intersection between profit and purpose.
Corporate Chameleons: A panoramic view of climate risk, ESG Risk and sustainability governance
The metaphor of the corporate chameleon illustrates the evolving expectations of Australian corporations in climate risk and ESG reporting. Chameleons have panoramic vision, meaning they can see their environment with either eye independently or both eyes together. This is an apt metaphor for Australian corporations facing mandatory climate risk reporting. Whereas once sustainability reporting and financial reporting presented two independent views of the world, corporations are now expected to present an account of how the board’s assessment of climate risk affects the company’s financial performance. This paper evaluates corporate Australia’s preparedness through the lens of sustainability governance.
Academic evidence suggests that weak governance correlates to inadequate climate risk reporting. Sustainability governance describes the range of mechanisms by which corporate boards demonstrate commitment to the demands of mandatory reporting. Mechanisms evaluated include skills-enhanced sustainability committees, re-chartered risk management committees, strategic alliances with experts, and the position of Chief Sustainability Officer. As climate risk reporting becomes mandatory, and attention expands to other ESG topics such as nature-related and human rights risks, this paper identifies mechanisms and practices currently in place and future trends that can inform corporate governance guidelines, director responsibility and ensure consistent and comprehensive climate and future risk-related disclosure reporting.

14. Director-Adjacent: The role of stakeholders in corporate law and practice

The Silent Majority: Climate Stewardship and the Role of Index Funds
Passive investment vehicles, particularly index funds, have become increasingly dominant in global capital markets, raising concern about their role in addressing climate-related financial risks. While many ESG-labeled or climate-themed index funds promote sustainability goals through branding, their actual stewardship practices often fall short of meaningfully engaging high-emitting companies or supporting key climate resolutions. This shortfall stems from structural features of index funds: they are designed to track markets rather than influence them, which limits their incentives and capacity to monitor portfolio companies or press for improved climate performance. This paper examines the accountability gap that arises when passive funds hold substantial influence over corporate outcomes yet face limited responsibility for stewardship performance. It argues that existing legal and regulatory mechanisms, including fiduciary duties and stewardship codes, are insufficient to address this gap. Although some have proposed excluding index funds from the stewardship process or adopting pass-through voting to shift responsibility to beneficiaries, these approaches do not adequately align responsibility with influence. The paper further proposes an accountability framework that includes minimum engagement standards, consistent voting practices, and enhanced disclosure requirements, with the aim of clarifying and strengthening climate stewardship obligations across different types of index funds.
Two Models of Public Interest Shareholder Engagement: Case Studies from Australia and Singapore
This Paper synthesises case studies from Australia and Singapore to identify two contrasting models of shareholder engagement on public interest issues – issues involving social and stakeholder interests, as well as systemic issues climate change. Australia's ‘shareholder contestation’ model features diverse shareholders building coalitions through formal corporate law mechanisms. Superannuation funds and activist organisations like the Australasian Centre for Corporate Responsibility (ACCR) collaborate using advisory resolutions and voting mechanisms to spotlight issues and build consensus. Singapore's ‘shareholder control’ model operates through concentrated ownership, with controlling shareholders such as Temasek Holdings (Singapore’s sovereign wealth fund) exercising decisive influence while organisations like the Securities Investors Association (Singapore) (SIAS) – a retail investor advocacy group – rely on legitimacy-based engagement despite lacking formal shareholder rights.
The comparative analysis reveals that legitimacy emerges as the most critical element of shareholder salience – a concept measuring shareholders’ influence through power, legitimacy, and urgency—in both models. However, legitimacy operates differently across jurisdictions. In Australia, legitimacy enables coalition-building among diverse shareholders; in Singapore, legitimacy provides controlling shareholders with an alternative to exercising their legal rights while remaining the sole option for minority shareholders and organisations like SIAS. The study demonstrates that engagement approaches are not only shaped by the legal tools available to shareholders, but also shareholder attributes such as shareholder salience.
The Limits of a Gatekeeper: Aligning the scope of ESG Assurance with the reality of Civil Liability
Corporations face growing requirements to disclose ESG information to improve investor decisions and encourage corporate behavioural change. However, the critical challenge is ensuring the accuracy of this information and the effectiveness of its enforcement. Building on the author’s framework classifying enforcement as ex-ante/ex-post and public/private, this study analyses the functions and limitations of third-party assurance, an ex-ante and private-led mechanism. This paper argues that assurance is only suitable for information that possesses both a high degree of objective verifiability and a significant impact on investor decisions. Qualitative data or information primarily influencing other stakeholders, such as regulators, NGOs, and government agencies, is ill-suited for assurance and should be governed by other tools, such as direct conduct regulation or ex-post and public enforcement. The rationale for this limited scope is rooted in enforcement viability. The effectiveness of gatekeepers like assurance providers depends on reputational discipline, a mechanism that is weak in the ESG context. Therefore, a credible threat of ex-post enforcement through civil liability of the assurance provider is essential. In practice, the only parties who can effectively sue for financial damages based on reliance on that assurance are investors. Consequently, to ensure the assurance system is enforceable and robust, its scope must be intrinsically linked to the financial interests of investors. This provides a necessary enforcement path when reputational incentives fail.

15. Trends in (ASIC’s) regulatory practices

AI and Business Regulators: The Current Parameters Governing Responsible and Ethical Use of AI as Regulatory Tools by ASIC, APRA, AUSTRAC and the ACCC
This paper examines the use of artificial intelligence (‘AI’) as regulatory tools by Australia’s four major business regulators: the Australian Securities and Investments Commission (‘ASIC’); the Australian Prudential Regulation Authority (‘APRA’); the Australian Transaction Reports and Analysis Centre (‘AUSTRAC’); and the Australian Competition and Consumer Commission (‘ACCC”). Charged with responsibility for important statutory schemes regulating corporate activities, financial services, banking, superannuation, consumer rights, competition laws and money laundering in Australia, regulators are leaning into AI in two fundamental ways. First, by examining the use of AI in their regulated communities, a critical practice for monitoring regulatory compliance. Second, by harnessing AI in their own regulatory work, with the aim of improving the efficiency and efficacy of that work. The paper analyses and compares the regulatory remits of the four major regulators, the AI efforts undertaken to date by each regulator, identifies their shared AI issues, challenges and differences. These insights shed important light on the challenges that AI poses for responsible and ethical use of AI by regulatory agencies.
Enforcing Corporate Law: Comparative Lessons from Australia’s ASIC and Ireland’s CEA
This paper presents a comparative analysis of two corporate enforcement agencies: the Australian Securities and Investments Commission (ASIC) and Ireland’s Corporate Enforcement Authority (CEA). Framed within theories of responsive regulation and meta-regulation, the study examines their historical development, statutory powers, enforcement cultures, and operational performance. Drawing on thematic and case-based comparisons, it explores how each agency has navigated shifts in enforcement philosophy, political influences, and practical challenges such as under-enforcement, escalation decisions, and resource constraints. The analysis highlights key differences—Australia’s partial retreat from earlier activist enforcement versus Ireland’s continued reform trajectory—and similarities in structural limitations, sanctioning frameworks, and political sensitivities. The paper evaluates the adequacy of each agency’s legal tools, responsiveness, and capacity, identifying how these factors shape deterrence and compliance outcomes. The conclusion distils mutual lessons, proposing reforms to strengthen penalty regimes, improve early intervention mechanisms, and enhance inter-agency cooperation. By situating these findings in a broader regulatory context, the paper contributes insights for scholars, policymakers, and practitioners seeking more effective corporate law enforcement models.
The Evolution of ASIC’s Enforcement Priorities
This paper develops one of the themes of the author’s doctoral dissertation on the topic of `An Evaluation of ASIC’s Enforcement Priorities and Praxis’. The thesis critically evaluates ASIC’s response between 2019 to 2023 (Review Period) to the criticisms of the Royal Commission into Misconduct in the Banking, Superannuation and Financial Services Industry (Hayne Inquiry). One such criticism was the necessity that ASIC better demonstrate how its enforcement actions meet its strategic objectives. The paper approaches ASIC’s enforcement priorities and praxis from the perspective of the setting of new priorities and the commencement of new enforcement actions in the Review Period providing an account of ASIC’s Commissioners and Enforcement Committee decision makers as they grappled with challenges and complexity on many fronts. Through an analysis of ASIC’s substantive enforcement priorities against the litigation outcomes achieved, the paper argues that ASIC’s enforcement priorities and praxis have shifted in a positive direction. Evidence is provided as to what ASIC meant when it said that it was actively enforcing its remit and the strengths and weaknesses of its approach.
Examining ASIC’s Sanctions: A Critical Review of Enforceable Undertakings and Infringement Notices
The Australian Securities and Investments Commission (ASIC) has a range of administrative sanctions it can impose in response to breaches of corporate and financial services laws. Among these, are two sanctions that have been heavily criticised over time: enforceable undertakings and infringement notices. Enforceable undertakings allow ASIC to reach agreements with individuals or companies without resorting to court proceedings, but critics argue that they can lack transparency and may not always deliver sufficient deterrence. Similarly, infringement notices, which impose financial penalties for minor breaches, have been questioned for their effectiveness in promoting long-term compliance. Some believe that these penalties are too lenient and do not provide a strong enough incentive to prevent future violations. This paper aims to explore the advantages and limitations of enforceable undertakings and infringement notices, analysing their effectiveness in achieving regulatory goals. By examining these two sanctions, the paper seeks to contribute to the ongoing discussion about how to enhance ASIC’s enforcement toolkit and ensure that it continues to meet its objectives in a fair and impactful manner.

16. Trends in Regulatory Mechanisms

The Journey of a Corporate Governance Code: Maintaining the legitimacy of the ASX Principles
In February 2025, the expected fifth edition of the ASX Corporate Governance Principles (ASX Code) was put on hold due to a lack of consensus over its proposed contents. This is against a background of critical analysis of corporate governance codes in the academia literature. Are we reaching the end of the road for corporate governance codes or do we need to change direction? This paper traces the history of the ASX Code, exploring its evolution over time and the reasons behind some of the key changes. It compares the trajectory of the ASX Code to some of its counterparts in other jurisdictions. Drawing on legitimacy theory, the paper assesses the multi-faceted purpose of corporate governance codes and potential options for corporate governance regulation in Australia moving forward.
From Principles to Standards: Emerging Regulatory Trends in Australian Corporate Governance
Standardisation-based regulation, driven by the European Union (EU) New Legislative Framework (NLF), is reshaping corporate governance in the EU through harmonised compliance and accountability requirements. Key measures include the Corporate Sustainability Reporting Directive (CSRD), the Corporate Sustainability Due Diligence Directive (CSDDD), and the EU AI Act. These frameworks integrate due diligence, risk management, and third-party certification to ensure consistent and enforceable governance practices in corporations. The shift reflects a broader trend highlighting the effectiveness of standardisation as a regulatory approach in the face of rapid change and uncertainty. Australian corporate governance has traditionally been founded in a principles-based, “comply or explain” framework, as exemplified by the ASX Corporate Governance Principles. However, in response to globalisation, investor expectations, and the increasing complexity of business risks, Australian corporations are increasingly adopting standardisation-based practices inspired by international frameworks such as CSRD, CSDDD, and the EU AI Act. While adoption of standardisation-based practices in Australia remains largely voluntary, it is reshaping governance practices, particularly in ESG reporting, supply chain oversight, and AI risk management. Thus, this paper examines the gradual convergence of Australian corporate governance toward standardisation-based regulation and the potential implications of the same for the corporate governance framework in Australia.
Changing Approaches to the Legal Regulation of CSR in a Post-Pandemic Asia: A comparative analysis of India and Indonesia
This paper provides a comparative analysis of corporate social responsibility (‘CSR’) regimes in two major Asian economies – India and Indonesia. While both countries are among the few nations in the world to mandate CSR through legislation, their diverging approach to CSR provides a unique backdrop to study CSR trends and reporting. The comprehensive and binding nature of Indian CSR provisions stand in stark contrast to the Indonesian CSR provisions, categorised as ‘hard’ but are ‘soft’ during enforcement and compliance due to the institutional environment. As developing countries with similar historical and socioeconomic influences, it is important for CSR scholarship to compare the CSR regimes in India and Indonesia.The paper highlights changing approaches to CSR in the pre-pandemic and post-pandemic world to contextualise CSR in the contemporary times.
The paper also collates data on CSR reporting by 200 companies in both countries, not only to evaluate trends in CSR reporting, but to also identify the parameters considered by law for CSR compliance, and criteria which drive companies to be transparent and remain accountable, while complying with their CSR requirements under the law.
Finally, the paper explores diverse legal approaches to CSR regulation and implementation in both countries, and suggests lessons that either country can draw from the other. Overall, the paper attempts to discuss those aspects of CSR in India and Indonesia which are of practical relevance and align CSR literature with corporate practice. Comparative findings and relative studies indicate that both the regimes struggle with monitoring, stakeholder participation and harmonisation with the international standards. India demonstrates how soft-enforcement can mobilise private capital for development while Indonesia illustrates the importance and pitfalls of embedding CSR within broader welfare state objectives.
Conclusively, the study recommends a hybrid enforcement architecture that couples India’s robust governance mechanisms with Indonesia’s clearer sanction framework, underpinned by performance-based metrics and cross-broader policy dialogue to enhance corporate accountability and sustainable development in the Global South.
The Corporate Chameleon in Construction: from Reactive to Preventive Legal Responses
The aim of corporate law is to facilitate business by empowering individuals to create companies to generate wealth. However, when businesses face financial difficulties, the Corporations Act’s focus shifts to protecting creditors from cascading failures.
Two parts of the Act attempt to strike a balance between helping distressed companies and providing creditor relief. Part 5.3A aims to help insolvent companies maximise chances of survival or achieve a better return for creditors. Part 5.3B aims to enable companies to maintain control while developing restructuring plans with creditors.
It is against this legal framework that we study the construction industry. The construction sector contributed 7% of Australia's GDP in 2023-2024, employing 1.3 million people, yet it increasingly leads insolvency statistics.
Construction companies fail for many reasons, including cost overruns, delay claims, and underbidding. The pressure is compounded by governments’ announcement of residential and infrastructure projects.
This paper explores what corporate law and its actors can do to help address construction's systemic insolvency crisis. It will examine whether prevention-focused regulatory approaches, including enhanced ASIC educational resources, soft law mechanisms and early intervention frameworks, might be an effective addition to the toolbox for construction companies.

17. Corporations, States and Geopolitics

Between Shields and Sovereigns: Navigating Cross-border Mergers through the maze of Investor Rights, State Sovereignty and Multilateral Governance
Cross-border mergers have become the key to attaining rapid corporate expansion and foreign direct investment (FDI) given the growing intricacies in international relations between states and unprecedented effects of globalization. Ever changing geopolitical scenarios, profound sense of economic nationalism, and the renaissance of multilateralism, presents unique legal and regulatory challenges for cross-border mergers. This paper examines the evolving legal topography of international investment law (IIL) and its impact on cross border mergers, in the context of friction between investor protection, state sovereignty, and multilateral governance. The paper starts with exploring the role of institutional multilateral frameworks—like the World Trade Organization (WTO), bilateral investment treaties (BITs), and regional trade agreements (RTAs)—to determining the legal regime for cross-border mergers which reveals glaring discrepancies in the merger review procedures and national security analysis due to the fragmentation of IIL and the opposite push of multilateralism to standardise investment regulations and minimize transaction costs. The paper explores how these varying regulatory frameworks, especially in the US, EU, and developing economies, impose compliance challenges upon multinational businesses (MNEs).
Further, the paper analyzes the potential barriers caused by public interest and national security concerns in cross border mergers. States are regularly expanding the ambit of foreign investment screening procedures, referencing important sectors on the grounds of data privacy, national interest and essential infrastructure matters. The paper assesses the ramifications of these measures by interrogating whether increased scrutiny compromises the non-discrimination norms inherent in international investment agreements (IIAs). The final part examines the convergence of competition law and investment law in cross border mergers. Competition authorities emphasise market dominance and consumer welfare, while investment tribunals prioritise fair and equitable treatment (FET) and safeguards against expropriation. The paper emphasises on the jurisdictional disputes and the need for higher consistency between antitrust enforcement and international investment law.
In conclusion, the paper proposes measures to harmonise the conflicting interests in cross border mergers by way of improved global collaboration between institutions like the UNCTAD and the OECD to standardise merger evaluation standards while honouring legitimate state interests. The author observes the need for modernisation of ISDS to enhance regulatory openness and proportionality in investment disputes. The law must evolve as a balancing force to harmonize investor confidence with state regulation by removing the entanglement of national interest, economic sovereignty and multilateral governance. This paper lends to the academic discourse on nurturing a foreseeable, impartial legal framework for cross-border mergers in the age of economic interdependence and strategic competition.
Sustainability Risk Reimagined: Divergent Conceptions of Materiality in the Political Economy
Corporate sustainability is at an inflection point. Since regulatory momentum in sustainable finance picked up in 2020, the conceptions of sustainability risk and materiality remain fraught with controversy. This paper examines the divergent approaches towards the regulation of sustainability risk, with a focus on the underlying conception of materiality – namely, the US investor-driven model, the EU socially-driven model, and the Chinese state-driven model. By contrasting the conceptional underpinnings of materiality in the US, EU and China, this paper argues that corporate sustainability is largely a function of the domestic political economy. Underlying path dependencies and institutional complementarities shape the corporate logic towards the management of sustainability risks. Which regulatory model will ultimately prevail remains an open question, yet their contrasting approaches poses challenges in the future regulatory harmonisation of corporate sustainability, and for risk management by multinational corporations operating in different jurisdictions. In this comparative analysis, this paper challenges the assumption that sustainability risks are either premised on investor or stakeholder interests, and broadens the conceptual analysis of what – and who should determine what – corporate sustainability means.
Corporate Governance for War and Peace
In recent years, a relatively extended period of great-power peace appeared to face a violent end. For instance, China increasingly threatened to take Taiwan by force. Corporations across the range of potential major conflicts face a wide variety of risks from the outbreak of major hostilities in key locales. All of this may prove existential for a given corporation and could lead to massive shareholder losses even if the firm survives. This article argues that fiduciary duties require that firms assess these risks and manage them proactively. Warring nations of yesteryear generally sought to control land, people, and resources. Today, much wealth can be transferred sooner than tanks can move in—indeed, in seconds. Corporations need to explore the opportunities modernity provides to weather a war as costlessly as possible, regardless of their physical location. If firms fully embrace these planning possibilities, peace could be secured as aggression will be far less profitable than in the past or as aggressive nations contemplate. Aggressive contingency planning may actually deter aggression as risk management measures alter the calculus of war and peace. We illustrate the possibilities with an in-depth application of American and Taiwanese corporate governance standards.
Shareholder Agreements and National Security Regulation of Cross-Border Joint Ventures in the Australian Mining Industry
Increased global trade has led to significant growth in cross-border trade and investment in Australia. This growth is particularly notable in the Australian mining industry, where domestic corporations and foreign corporate investors often form joint ventures to develop resource projects. This research conceptualises the governance and regulation of cross-border venture arrangements in this industry. It examines the intersections between cross-border joint ventures and shareholder agreements, noting conflicts and priority issues with company constitutions. Other key elements considered include disclosure rules, financing arrangements, and their interaction with corporate control, as well as mechanisms for resolving disputes. In a broader context, the research analyses jurisdictional and national security issues and regulation, particularly in relation to foreign joint venture partners with direct or indirect affiliations with foreign states. The research analyses relevant law governing joint ventures in the United Kingdom and the United States and finally, it considers how shareholder agreements may assist in improving the governance of joint ventures in the Australian mining industry and in safeguarding Australia’s national security.

18. Corporate Veil / Groups

Rethinking veil piercing: a critical evaluation of Lord Sumption’s attempt to rationalise veil piercing jurisprudence
It has now been 13 years since Lord Sumption attempted to rationalise and refine the doctrine of piercing the corporate veil in English company law in Prest v Petrodel. Lord Sumption recognised that many cases that were referred to as veil piercing cases could be explained without piercing the corporate veil. His Honour sought out a more principled basis for veil piercing, and reduced it to the evasion principle and the concealment principle. How successful was this attempted rationalisation of veil piercing law? This dichotomy has not been universally adopted in subsequent cases. This paper considers the application of Prest v Petrodel in common law jurisdictions and considers the potential value of the case for future veil piercing arguments.
Ignoring the Corporate Veil by way of Legislative Provision – A New Zealand Perspective
This paper reviews the legislative provisions in New Zealand which ignore the corporate veil to impose liability on directors or related companies. The legislation considered is related to directors’ duties, tax law, fair trading, health and safety, resource management, company name use and liquidation. The paper reviews the recent Australian case of Australian Securities and Investments Commission v Holista Colltech Ltd [2024] FCA 244 in which a penalty of $150,000 (AUD) and disqualification from managing a corporation for four years was imposed on a director for making misleading representations and breaching the continuous disclosure duty in relation to actions taken by the company. The paper also considers whether the legislative provisions simply ignore the status of the company as a separate legal entity or whether these legislative provisions lift or pierce the corporate veil.
Revisiting the Entity v Enterprise Approach to Directors Duties in Corporate Groups: A Case for Reforming Section 187 of the Corporations Act
This paper revisits the entity and enterprise approaches to directors’ duties in relation to corporate groups within the context of directors’ obligation to act in good faith and in the best interests of the entity. It analyses the implications of section 187 of the Corporations Act 2001 (Cth), arguing that its enterprise approach connotation creates a loophole that may permit directors of wholly owned subsidiaries—particularly foreign-controlled ones—to evade accountability. Using FTX Australia as a case study, the paper illustrates how these provisions can facilitate governance failures and calls for reform of the legislative framework governing corporate groups operating within Australia’s financial services sector.

19. Evolutions in Corporate Insolvency Regulation and Practice: New Frontiers and Frameworks

Bankruptcy in the Space Sector
The mushrooming space sector means that bankruptcy considerations for the sector become significant. To that end, this article considers rules that will enable the private space sector to access resources, and put them to their best use. Such rules are important for any industry to thrive, but they are particularly valuable for new and innovative sectors. A level playing field, undistorted by barriers to entry and entrenched subsidies, will allow companies with fresh ideas to bring them to life, while the ability to fail and then make a fresh start is important for ongoing innovation. Rules that allow new competitors to enter the space market and secure financing to operate are thus essential. An efficient bankruptcy system is a key example of such rules, because it will not only improve access to capital but also ensure that viable firms are rescued while non-viable firms are liquidated, following which their assets can become available for other projects. Rescue and liquidation are also greatly facilitated by an efficient secondary market for assets of corporations operating in this sector. Yet few countries recognise space assets within their property regimes. Further, bankruptcies of corporations in the space sector might require courts in different jurisdictions to cooperate, not only because such corporations are likely to have operations in more than one country but also because stakeholders in different parts of the world might be affected by disruption in services, such as internet connectivity, being provided by the company in question. Thus, a non-territorial approach to bankruptcy in this sector will help both the broader industry and various stakeholders.
The ideas I outline in this article will facilitate the success of the space industry, and also underline the importance of bankruptcy rules for any sector to flourish.
Reimagining the Role of the Insolvency Professional in Integrating ESG and Climate Risk into Corporate Restructuring: Insights from the Indian Insolvency Framework
As climate resilience and responsible business governance become central to economic strategy, insolvency systems are evolving to contribute to objectives beyond financial rescue. A key opportunity lies in ensuring that corporate restructuring processes also recognise Environmental, Social, and Governance (ESG) and climate-related factors, so that recoveries are both timely and sustainable. India's Insolvency and Bankruptcy Code 2016 (IBC), with its structured and time-bound framework, provides a strong platform for such integration. This paper explores how the existing Indian framework can be adapted to support recoveries that balance creditor interests with the long-term viability of the enterprise. The analysis draws on environmental law principles affirmed by the Supreme Court of India and considers how these can be incorporated into insolvency resolution processes. It also explores conceptual pathways within the IBC for integrating ESG considerations into the assessment and design of resolution plans. The paper positions Insolvency Professionals as central actors in facilitating sustainability-aligned restructuring and proposes practical, adaptable recommendations. By framing ESG integration as a natural evolution of the IBC, the paper illustrates how Indian insolvency practice can enhance corporate resilience, meet investor expectations, and address environmental responsibilities — offering a blueprint for modernising corporate rescue in a climate-aware economy.
When Insolvency Turns into Corruption: An Emerging Trend in Indonesia and its Mitigation
In Indonesia, the trend of the rampant execution of ‘corruption eradication’ related to insolvent corporations is troubling. Law enforcement officials often inaccurately label a corporation and an individual as corruption defendants when they are unable to repay a debt to a state-owned bank because of insolvency. They mainstreamed criminal procedure rather than waiting for the insolvency process to settle for repayment.
This trend occurs for two reasons: first, the corporation as a criminal legal subject is relatively new in Indonesia, and second, the law officials are not familiar with corporate civil law mechanisms, including insolvency. This paper will elaborate on this trend through sample cases and offer a two-pronged approach to avoid corporate anxiety when dealing with the Indonesian government. First, mainstreaming corporate law training for law officials, and second, the necessity of using a legal expert witness in court hearings.
The Case of the Unfinished Home: Protecting Homebuyers in Residential Insolvencies – Insights from India to Australia
In residential insolvencies, insolvency law has generally failed to protect individual homebuyers who are in a structurally disadvantaged position as unsecured creditors. In Australia, under the Corporations Act 2001 , homebuyers being unsecured creditors have minimal or nil recovery prospects and no real voice in insolvency decision-making. This vulnerability is exacerbated by the cost-of-living crisis, wherein escalating housing costs and heightened interest rates amplify the impact of lost deposits or stalled projects.
Australia does not provide an explicit constitutional or statutory “right to shelter” in the way some jurisdictions (including India, via Article 21 of its Constitution) have recognised it. However, the approach is increasingly acknowledged in policy debates, human rights discourse, and state-level housing frameworks as integral to socio-economic security.
The Supreme Court of India, through their landmark decisions on homebuyers, have empowered them under the Insolvency and Bankruptcy Code, 2016 (IBC). With the 2018 amendment, homebuyers were categorised as financial creditors, thus entitling them to the same precedence as banks and empowering them with voting privileges in the Committee of Creditors (CoC). Through two pivotal decisions, Pioneer Urban Land & Infrastructure Ltd v Union of India (2019) and Jaypee Infratech Ltd v Axis Bank Ltd (2020), the Supreme Court solidified these rights, guaranteeing their practical application and stipulating that resolution plans should proactively protect the concerns of homebuyers in conjunction with those of secured creditors.
These decisions elevated homebuyers from unsecured claimants to constitutionally recognised stakeholders in insolvency proceedings which further placed them as financial creditors. To further secure their status, the Indian Constitution's fundamental rights guaranteed homebuyers' rights to own their residences. Till date, further protections are being offered to the homebuyers under residential insolvencies which has now given the community an opportunity to influence decision making before the creditor committees.
Through this paper, the author explores how India has implemented a judicially entrenched model to rebalance creditor hierarchies in order to protect the rights of homebuyers. It also examines its applicability to Australia, where comparable weaknesses are growing in a volatile property market.

20. Claims in Corporate Insolvency: Challenges and Trends

Disposing of Encumbered Property of a Company under Administration in Australia
Section 442C of the Corporations Act 2001 (Cth) regulates how encumbered property of a company under administration may be disposed of. The general rule is that the administrator must not dispose of property of a company that is subject to a security interest. To this general rule there are exceptions, including leave of the court exception. The court may only grant leave “if satisfied that arrangements have been made to protect adequately the interests of the secured party.” This Article seeks to address the question: what amounts to adequate protection for the interests of a secured party? The court of original jurisdiction may be satisfied that adequate arrangements have been made and grant leave to dispose of the property and the administrator may then proceed to dispose of the property. What remedy is available to a secured party where the property is disposed of while an appeal is pending and the appellate court subsequently sets aside the order granting leave to dispose of the property? Through doctrinal analysis, this Article will critically engage with these questions. This Article will make original contribution to an understanding of what amounts to adequate protection for secured parties during voluntary administration in Australia.
The Limits of Corporate Law for Crypto Insolvency
The collapse of crypto-asset exchanges exposes structural weaknesses in Australia’s corporate insolvency framework. As Australia continues to wait for a legislated regime for centralised crypto-asset businesses, insolvency practitioners must adapt the current provisions of the Corporations Act 2001 (Cth) to assets with atypical custody, transferability, and valuation characteristics. This paper uses a law and economics framework to explore how transaction costs influence asset recovery in the context of crypto-asset business insolvencies.
Drawing on recent high-profile failures, including MtGox, FTX group, Celsius Network, and the Australian exchange MyCryptoWallet, the case study analysis identifies three systemic problems. First, while crypto-assets are generally recognised as property, the decisive questions are who owns what within custodial and omnibus wallets, and whether client assets sit on trust or as debtor– creditor claims. Second, custody, hypothecation, and key management generate coordination failures that existing mechanisms resolve slowly and at high cost. Administrators also lack clear safe harbours to take protocol-level actions to secure or unwind positions. Third, Model Law cross-border mechanisms map poorly onto borderless, on-chain assets. The paper assesses potential reforms and alternative approaches to reduce transaction costs aimed at addressing these challenges.
Third Party Claims on Insurance Policies in the Event of Corporate Insolvency
Insolvency can have a significantly disruptive effect on the external stakeholders of companies. When companies become insolvent it can be common for aggrieved third parties to seek to make claims against the insolvent company’s insurance policies. Common examples of third party claimants that may seek direct access to insurance policies include aggrieved clients of professionals that become insolvent; shareholders of failed companies and persons that suffer injuries due to the fault of insured individuals and companies that subsequently become insolvent.
This paper analyses the applicable legislation and case law in the United Kingdom, Australia, New Zealand, Canada and Ireland dealing with the rights of aggrieved third parties to claim on an insured’s policy in the event of their insolvency. It considers the extent to which the laws of these jurisdictions clearly set out the procedures for third parties to claim against insurers of insolvent companies; the extent to which third party claimants need to establish the liability of the insolvent company; the defences that insurers may raise and the effect of applicable limitation periods. The paper concludes with reform recommendations to be considered for each jurisdiction.

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Parallel Sessions Speakers & Themes

1. Corporate Law Theory

Dr Claudia Paduano (University of Glasgow)

Professor Eva Micheler (London School of Economics) + Professor David Gindis (Warwick)

Dr Tim Connor (University of Newcastle) + Dr Duncan Wallace (Monash)

2. History and Evolution of the Corporation

Dr Duncan Wallace (Monash)

Ms Tanvee Nandan (Melbourne Law School)

Dr Jeanne Nel (Monash)

3. Evolutions and Trends in Corporate Forms I: Corporations and Community

Tshepo Tong-Mongalo (University of Cape Town)

Associate Professor Beth Nosworthy (Adelaide University)

Associate Professor Annette Greenhow (Bond)

4. Evolutions and Trends in Corporate Forms: Old dogs, new tricks

Tianxiang He (National University of Singapore)

Dr Casey Watters (Bond) + Mads Hasle (Industry)

Ms Tamara Wilkinson (Monash)

5. State-Owned Corporations: a peculiar breed?

Dr Param Pandya (National University of Singapore)

Dr Detania Sukarja (Universitas Sumatera Utara)

Dr Victoria Baumfield (Bond)

6. Corporate Criminals

Professor Juliette Overland (Western Sydney)

Professor Penny Crofts (University of Technology Sydney)

Associate Professor Pearlie Koh (Singapore Management University)

7. Corporate Culture

Professor Liz Campbell (Monash)

Associate Professor Marco Rizzi (UWA) + Ms Rebecca Faugno (UWA)

Ms Upeka Perera (Victoria University)

8. Corporate Purpose

Professor Rosemary Langford (Melbourne Law School)

Associate Professor Wendy Ng (Melbourne Law School)

Mr Gareth Scott (UWA)

Mr Fatjon Kaja (University of Amsterdam)

9. Shareholder Remedies and the Corporate Person

Zihan Su (UNSW) + Associate Professor Charlie Xiaochuan Weng (UNSW)

Professor Elizabeth Boros (Melbourne Law School)

Dr Nadia Hess (Sydney)

10. Evolving Directors’ Duties I: AI and Corporate Governance

Dr Cecilia Das (Edith Cowan University)

Dr Guzyal Hill (Melbourne Law School)

Mr Arghyadeep Chakraborty (Indian Institute of Technology) + Dr Shakti Deb (Indian Institute of Technology)

Dr Mia Rahim (University of New England)

11. Evolving Directors’ Duties II: evaluation and revaluation

Professor Jean J du Plessis (Deakin Law School)

Dr Kelli Larson (Curtin)

Mr William Klein (Swinburne University of Technology) + Professor Helen Bird (Swinburne University of Technology)

12. Evolving Directors’ Duties III: The expanding core

Assistant Pofessor Alan Koh (Nanyang Business School)

Associate Professor Sagi Peari (UWA)

Dr Anindita Jaiswal Jaishiv (BITS Law School)

Professor Pey Woan Lee (Singapore Management University)

Dr Jeemin Song (Kyonggi University, South Korea)

13. Evolving Directors’ Duties IV: Climate, SDG and ESG

Dr Vidushi Puri (Amity Law School)

Assistant Professor Shainy Pancrasius (Christ University, Bangalore)

Yusuke Myazaki (Nihon University College of Law)

Professor Ellie Chapple (QUT Business School) + Dr Sohanur Rahman (QUT Business School)

14. Director-Adjacent: The role of stakeholders in corporate law and practice

Dr Pangye Cheng (The University of Hong Kong)

Ms Samantha Tang (National University of Singapore)

Associate Professor Takuma Kumashiro (Kobe)

15. Trends in (ASIC’s) regulatory practices

Professor Helen Bird (Swinburne University of Technology)

Associate Professor Joe McGrath (University College Dublin) + Dr Vicki Comino (University of Queensland)

Ms Kerry Abadee (Sydney)

Associate Professor Marina Nehme (UNSW)

16. Trends in Regulatory Mechanisms

Dr Alice Kleitner (University of Technology Sydney)

Dr Rangika Palliyaarachchi (Western Sydney University Law School)

Dr Akanksha Jumde (Central Queensland University)

Dr Jessica Viven-Wilksch (Singapore Management University)

17. Corporations, States and Geopolitics

Assistant Professor Avin Tiwari (Vellore Institute of Technology)

Mr Lance Ang (Singapore University of Social Sciences/Cambridge)

Professor Chang-hsien Tsai (National Tsing Hua University)

Associate Professor Michael Duffy (Monash) + Mr Joseph Lee (ANU)

18. Corporate Veil / Groups

Professor Jason Harris (Sydney) + Pantira Boonvacharee (Sydney)

Associate Professor Trish O’Sullivan (Massey University)