Removal of directors of public companies takes centre stage in Australia : an exploration of the corporate law and governance issues

Increasing attention is being given to the legal and governance issues relating to the removal of directors in Australian public companies. This has been due mainly to the difficulties experienced by the board of National Australia Bank in attempting to remove one of its fellow directors, and the subsequent development of public companies entering into so-called 'prenuptial agreements' with new directors, requiring that the director 'resign' if the board pass a vote of no-confidence in the director. In this article, the author revisits the area of director removal in Australian public companies for two reasons. The first reason, which covers the majority of the article, is to engage in a detailed analysis of whether the pre-nuptial agreements which some public companies have indicated that they support using to remove directors, are in fact enforceable under Australia's Corporations Act The second reason is to outline a law reform proposal to enable public companies to remove directors without requiring the vote of shareholders at a general meeting. The proposal involves providing Australia' corporate  regulator, the Australian Securities and Investments Commission (ASIC) with the power to grant relief from the statutory removal provisions to public companies, but in a way which balances the competing objectives of commercial efficiency and shareholder participation and, very importantly, encourages good corporate governance practices by companies in relation to the performance assessment  of directors.

It is in the interests of both shareholders and directors to agree on a set of ground rules for the effective supervision of companies that reconciles the rights of the owners to overall control with the much tougher demands on modern directors

Modelling corporate collapse: definitional issues of the collapse event

This paper investigates problems associated with interpretations of corporate collapse, and argues for a unified legal, rather than financial, definition of the event. In the absence of a formal definition of the event of corporate collapse, the integrity of sample selection becomes questionable; moreover, comparisons between empirical studies becomes less useful, if not altogether futile, due to the lack of a common ground in the basic building block. Upon close examination of 84 studies on ratio-based modeling of corporate collapse, between 1968 and 2004, this paper finds evidence in favor of a legal interpretation of the event of corporate collapse. Specifically, studies that adopted a legal definition are five times as many as those that opted for a financial explanation.

Issues in the implementation of cross-cultural management in Australia-evidence from a study of selected public and private sector organisations

This study examines the current status of cross-cultural management (CCM) in Australia.

The study is based on Reyes' (2004) Ph.D research of a qualitative nature in five organisations in the public and private sectors selected from a sample of organisations which appear to lead the field in Australia in respect of CCM. Literature is also surveyed to present a picture of the current legal and institutional setting of CCM in Australia and provide a context for the study.

Analysis of the findings highlights the gap between cross-cultural rhetoric and action in workplace situations. Problems are identified leading to incomplete and inadequate implementation of CCM in the respondent organisations. The study argues for the need for management to take a systems approach to the formulation and implementation of CCM. Some suggestions are made for improvements in the future.

Family breakdown, the best interests of the child concept, and the legal system

It appears that the legal system's response to the issues relating to family breakdown and "the best interests of the child" concept can sometimes be inadequate. There also appears to a lack of consistency with regards to enforcing the best interests of the child concept in legal proceedings concerning children.

Business valuation practice issues under Family Court of Australia proceedings

The study investigated the valuation of businesses valued for property settlements in the Family Court of Australia and related issues. The findings have important implications for the Family Court of Australia, the legal profession and the accounting profession in highlighting deficiencies in valuation practice at various stages of the settlement process.

A.R.T., surrogacy and legal parentage : a comparative legislative review

This is one of three Occasional Papers published by the Victorian Law Reform Commission as part of the Commission's work on assisted reproduction and adoption. A central issue which arises in the context of assisted reproduction is how to recognise and protect the best interests of children who are conceived through assisted reproduction. The three Occasional Papers deal with different aspects of this question. This Paper examines how laws in the other Australian states, and in the United States, United Kingdom and Canada regulate access to assisted reproduction, control the use of surrogacy and deal with issues relating to parentage of children conceived through assisted reproduction. Generally, this legislation gives priority to protecting the best interests of children, but the way in which this is done varies considerably.

The legal recognition of same-sex unions in Australia : a constitutional analysis

The Marriage Equality Amendment Bill 2010 (Cth) currently before federal Parliament amends the present legislative definition of marriage to include same-sex unions. This article provides a constitutional analysis of the scope of the marriage power, s 51(xxi) of the Australian Constitution , through examination of the Bill and other existing and proposed legislation. It argues that if the High Court considered "marriage" to be a constitutionalised legal term of art, it could accommodate post-federation development at common law and in statute to the institution of marriage. It also argues that the presumption in favour of constitutionality ought to be at its strongest with federal legislation determining complex and intractable moral issues. The article explores the constitutional vulnerability of current same-sex union legislation and possible future legislation providing for recognition of the functional equivalent of "marriage". In addition, the article considers the constitutional foundation of a national framework to provide official legal recognition of same-sex relationships.

Dealing with ethical issues in nursing practice

Distinguish between an ethical issue, a legal issue and a clinical issue
Understand what might count as moral reason for takiung action in worl-related settings
Explore the function of a nursing code of ethics
Understand the application of ethical principles and moral rights to and in nursing practice
Apprecaite the role and responsibility of nurses promoting and protecting the significant moral interests of clients in healthcare contexts

Conflict of interest in Victorian rural and regional legal practice

This research report was based on 163 survey responses and 29 interviews with Victorian rural and regional legal practitioners, as well as 8 human service organisation representatives. Peak law profession organisations including the Legal Services Board, Law Institute of Victoria, the Federation of Community Legal Centres and Victoria Legal Aid were also interviewed for the research. The principal objective of the research was to examine how conflict of interested is manifested in rural and regional settings and how effectively the current conflict of interest rules are applied within those settings. The report includes a number of recommendations for better responding to issues of conflict of interest within a rural and regional context.

Effects of the 2005 reforms on legal responses to women who kill intimate partners

2015 marks a decade since the release of the Victorian Law Reform Commission's Defences to Homicide: Final Report. The Commission's Final Report recommended major changes to the law of homicide in Victoria and in 2005, the Victorian government responded to the 56 recommendations by implementing the largest package of homicide law reforms since the abolition of the death penalty. This book brings together leading scholars, legal practitioners and the former Victorian Attorney-General to provide a comprehensive examination of the Victorian experience of reform, including its perceived successes and failures. This is a controversial area of the law that continues to present challenges in practice. Since the 2005 reforms further reform of the law has occurred in Victoria and a range of divergent approaches to homicide law reform have been introduced and animated debate across Australia and internationally. With such a high level of law reform activity nationally this book provides a timely analysis of the extent to which the Victorian reforms have improved legal responses to lethal violence and with what effect in practice. To enhance this analysis the book also looks internationally to consider the operation of homicide law in England and Wales, Canada and New Zealand and what lessons could be gained from an Australian perspective from differing approaches to reform.

This book explores a number of issues concerning the operation of the law of homicide, sentencing practices, the role of the media, evidence reforms, legal culture, political influences and future reform challenges for Victoria and other Australian jurisdictions. In examining all aspects of the 2005 homicide law reforms, the book draws on the views of those who were involved in reviewing the law of homicide in Victoria, those who recommended and implemented reform, and those who have played a key role in the monitoring and evaluation of the law post-reform in Victoria but also more widely in Australia and internationally. The resulting analysis will be of great interest to law, criminology and socio-legal scholars as well as legal practitioners and law reformers in Australia and comparative international jurisdictions.