SLM Corporate’s managing director Barry Lewin acted as an expert representing a number of directors in this litigation, where judgment has now been handed down. The litigation and the judgment traversed a number of key corporate governance issues:
- Merger of assets between Australian company and US company - Australian and US fund management boutiques – creation of unit trust – whether proper due diligence carried out by directors of Australian company – whether proper asset valuations undertaken – necessity for shareholders’ approval – whether disposal of main undertaking – listing rule 11.2 of ASX listing rules – whether merger transaction in breach of the Australian company constitution – whether transaction ultra vires – nature of interest in the WHV dividend and appreciation rights agreement – whether proper due diligence carried out concerning the WHV dividend – duties of the chief executive officer – duties of chairman of the board – duties of non-executive directors – whether breaches of s180 (1) of the Corporations Act 2001 (Cth) – business judgment rule – questions of causation
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