Directors breached their duty of care under s.180 Corporations Act by failing to prevent the company from providing inappropriate financial advice to retail clients.
corporate
Board compensation decisions favouring a controlling stockholder require entire fairness review; subsequent stockholder ratification does not restore business judgment deference.
Section 11 of the Securities Act requires plaintiffs to trace their shares to the allegedly misleading registration statement; claims fail where shares cannot be so traced in a direct listing.
Delaware Court of Chancery rescinded Elon Musk's $55.8bn compensation package as an unfair self-dealing transaction where the board lacked independence and failed the entire fairness standard.
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