High Court of Australia

Shafron v Australian Securities and Investments Commission [2012] HCA 18

247 CLR 465; 86 ALJR 584; 286 ALR 612

3 May 2012

Case Number: S173/2011


French CJ, Gummow, Hayne, Heydon, Crennan, Kiefel, Bell JJ


Corporations – Duties and liabilities of directors and officers - Section 180(1) of the Corporations Act 2001 (Cth) ("the Act") required directors and officers of a corporation to discharge duties with degree of care and diligence that reasonable person in their position and with their responsibilities would exercise - "Officer" defined in s 9 of the Act - Paragraph (a) of definition provided that secretary of a corporation is an "officer" - Paragraph (b)(i) of definition provided that person who "participates in making" decisions that substantially affect business of corporation is an "officer" - Appellant was company secretary and general counsel of corporation - Whether appellant participated in making decisions substantially affecting business of corporation - Whether s 180(1) applied to all tasks that officer of corporation performed within that corporation - Whether responsibilities of company secretary and general counsel divisible - How scope of "responsibilities within the corporation" of an officer to be determined.

Words and phrases – "in the capacity of", "occupied the office held by", "officer", "participate in making", "real contribution", "responsibilities within the corporation".

Corporations Act 2001 (Cth) – s 9 (definition of "officer"), s 180(1).


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