Duties and Responsibilities of Directors and Officers, 21st Edition

by Professor Robert Baxt AO FAICDLife

Duties and Responsibilities of Directors and Officers

For the past 35 years, this book has been a must-read for directors, corporate lawyers, academics and those focused on governance in Australia, and its context internationally.

Written in plain English, the work provides a thorough discussion of the legal duties, responsibilities and rights facing today’s directors and officers - at a time when regulation remains a main priority for government, and despite efforts being made to reduce the complexity of the regulatory environment. It remains the go-to source for a clear understanding of the fundamentals of the very broad legal/regulatory environment within which directors, officers and the boards of their companies must operate.

Directors' duties have never been intended to stifle optimism, creativity or entrepreneurship. Yet despite the best intentions of governments, the legal and regulatory burdens which continue to curb enterprising decision making and forward-looking plans impact in rather unfortunate ways the progress of good company management.

Continued legislative reliance on strict liability, the reversal of onus of proof legislation and a growing emphasis on the need for directors to consider broader corporate stakeholder interests in managing companies (when in fact the law does not require such an approach), throws up unnecessary hurdles to be overcome by enterprising directors/managers. Coupled with the growing reliance on class actions funded by generally unregulated litigation funders, the legal environment remains a very thorny one.

Whilst the courts have generally dealt pro-actively in assessing the duties of directors, the increasing emphasis by the media, politicians and general community expectations on the need for directors to consider to whom the duty of directors is owed, poses a challenge for all concerned. A key feature of this 21st edition is a new chapter which, against a broad examination of the fundamental duties and responsibilities of directors, as considered in the past editions, deals with this new challenge: Chapter 11 - The Role of Corporate Social Responsibility in Assessing the Duties and Responsibilities of Directors addresses the growing impact and importance the community is placing on the question of corporate governance.

Effective and well-informed directors face a complex and ever-changing governance landscape, and this is one book that every director should read.

Professor Bob Baxt AO FAICD Photo
Professor Bob Baxt AO FAICD
Life Emeritus Partner, Herbert Smith Freehills

The late Professor Robert Baxt AO FAICDLife authored Duties and Responsibilities of Directors and Officers since its 5th edition published in 1987. He had an illustrious career, including serving as a senior commercial partner at two leading law firms, as a former Chairman of the Trade Practices Commission (now the ACCC), as Professor and Dean of Monash Law School and Chairman of the Australian Institute of Company Directors Law Committee. He also edited the prestigious business law journals, The Australian Business Law Review and the Company and Securities Law Journal. Most recently, he was an Emeritus Partner at Herbert Smith Freehills and a Professorial Fellow at Melbourne Law School.

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Book details
  • Authors: Professor Robert Baxt AO FAICDLife
  • Print ISBN: 9781876604271
  • epub ISBN: 9781876604288
  • Publisher: Australian Institute of Company Directors

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