Rosemary Teele Langford

University of Melbourne - Law School

Associate Professor

University Square

185 Pelham Street, Carlton

Victoria, Victoria 3010

Australia

SCHOLARLY PAPERS

40

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Top 8,765

in Total Papers Downloads

6,196

SSRN CITATIONS

2

CROSSREF CITATIONS

1

Scholarly Papers (40)

1.

Directors' Duty to Act in the Interests of the Company: Subjective or Objective?

Journal of Business Law, 2015, Issue No. 2, pp. 173-182, U of Melbourne Legal Studies Research Paper No. 730
Number of pages: 10 Posted: 08 Mar 2015 Last Revised: 04 Mar 2016
Rosemary Teele Langford and Ian Ramsay
University of Melbourne - Law School and Melbourne Law School - University of Melbourne
Downloads 1,607 (12,638)

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2.

Conflicted Directors: What is Required to Avoid a Breach of Duty?

Journal of Equity, Vol. 8, No. 2, pp. 108-127, 2014
Number of pages: 20 Posted: 17 Nov 2014
Rosemary Teele Langford and Ian Ramsay
University of Melbourne - Law School and Melbourne Law School - University of Melbourne
Downloads 472 (70,574)

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directors' duties, conflict of interest

3.

Corporate Culpability, Stepping Stones and Mariner - Contention Surrounding Directors' Duties Where the Company Breaches the Law

(2016) 34 Company & Securities Law Journal 75
Number of pages: 6 Posted: 05 May 2016
Rosemary Teele Langford
University of Melbourne - Law School
Downloads 391 (88,150)
Citation 1

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directors' duties, fiduciary duties, stepping stones, corporate culture

The Proper Purpose Rule as a Constraint on Directors’ Autonomy – Eclairs Group Limited v JKX Oil & Gas Plc

Modern Law Review, Vol. 80, No. 1, pp. 110-120, 2017
Number of pages: 12 Posted: 05 Jul 2017
Rosemary Teele Langford and Ian Ramsay
University of Melbourne - Law School and Melbourne Law School - University of Melbourne
Downloads 365 (94,752)

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The Proper Purpose Rule as a Constraint on Directors’ Autonomy – Eclairs Group Limited v JKX Oil & Gas plc

The Modern Law Review, Vol. 80, Issue 1, pp. 110-120, 2017
Number of pages: 11 Posted: 07 Jan 2017
Rosemary Teele Langford and Ian Ramsay
University of Melbourne - Law School and Melbourne Law School - University of Melbourne
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Directors’ duties, proper purpose, takeovers, company law, Companies Act 2006 (UK) s 171

5.

The Origins of Company Directors' Statutory Duty of Care

Sydney Law Review, Vol. 37, No. 4, 489-518, 2015
Number of pages: 30 Posted: 15 Dec 2015
Rosemary Teele Langford, Ian Ramsay and Michelle Anne Welsh
University of Melbourne - Law School, Melbourne Law School - University of Melbourne and Monash Business School
Downloads 233 (153,381)

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directors' duties, duty of care, corporate law

6.

Removal of Directors of Public Companies by Shareholders: When Do Companies Contract Out of the Corporations Act?

Company and Securities Law Journal, Vol. 37, No. 1, pp. 54-57, 2019, U of Melbourne Legal Studies Research Paper No. 847
Number of pages: 5 Posted: 15 Jun 2019 Last Revised: 22 Oct 2019
Rosemary Teele Langford and Ian Ramsay
University of Melbourne - Law School and Melbourne Law School - University of Melbourne
Downloads 224 (159,287)

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corporate governance; removal of directors; shareholder rights

7.

Company Directors' Duties and Conflicts of Interest (Introduction)

Company Directors' Duties and Conflicts of Interest, OUP (2019)
Number of pages: 10 Posted: 27 Mar 2019
Rosemary Teele Langford
University of Melbourne - Law School
Downloads 198 (178,974)

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company law, directors' duties, fiduciary duties, corporate governance, conflicts of interest, corporate social responsibility

8.

Directors' Duties: Conflicts, Proactive Disclosure and S 181 of the Corporations Act

(2015) 33 Company & Securities Law Journal 205
Number of pages: 7 Posted: 05 May 2016
Rosemary Teele Langford
University of Melbourne - Law School
Downloads 190 (185,659)

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directors' duties, fiduciary duties, good faith, disclosure, Duncan v Independent Commission Against Corruption, s 181 Corporations Act

9.

Dystopian Accessorial Liability’ or the End of ‘Stepping Stones’ As We Know It?

37(5) Company and Securities Law Journal, 2020, U of Melbourne Legal Studies Research Paper No. 882
Number of pages: 11 Posted: 29 May 2020 Last Revised: 01 Jun 2020
Rosemary Teele Langford
University of Melbourne - Law School
Downloads 182 (192,945)

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Company Law; Duty of Care; Directors’ Duties

10.

Directors’ Conflicts: Must a Conflict Be Pursued for There to Be a Breach of Duty?

Journal of Equity, Vol. 9, No. 3, pp. 281-289, 2015
Number of pages: 9 Posted: 05 Feb 2016
Rosemary Teele Langford and Ian Ramsay
University of Melbourne - Law School and Melbourne Law School - University of Melbourne
Downloads 180 (194,818)

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directors' duties, conflict of interest, corporate law

11.

Managed Investment Schemes: Liability of Directors of Responsible Entities Where the Responsible Entity Breaches the Law

(2016) 34 C&SLJ 599
Number of pages: 26 Posted: 13 Feb 2017
Rosemary Teele Langford
University of Melbourne - Law School
Downloads 178 (197,712)

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directors' duties, company law, fiduciary duties, managed investment schemes

12.

Stakeholder Interests and the Duty of Care

(2017) 35 Company and Securities Law Journal 342
Number of pages: 4 Posted: 27 Nov 2018
Rosemary Teele Langford
University of Melbourne - Law School
Downloads 177 (197,712)

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directors' duties; company law; duty of care; ESG; corporate social responsibility; stepping stones

13.

Stakeholder Interests - Balancing or Considering?

(2014) 32 Company & Securities Law Journal 64
Number of pages: 6 Posted: 23 Oct 2014
Rosemary Teele Langford
University of Melbourne - Law School
Downloads 165 (209,969)

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directors' duties, good faith, creditors, stakeholders, corporate social responsibility, Corporations Act s 1324

14.

Does Section 191 of the Corporations Act Include Conflicting Duties?

Company and Securities Law Journal, Vol. 36, No. 7, pp. 587-592, 2019
Number of pages: 8 Posted: 03 Apr 2019 Last Revised: 30 Apr 2019
Rosemary Teele Langford and Ian Ramsay
University of Melbourne - Law School and Melbourne Law School - University of Melbourne
Downloads 162 (213,272)
Citation 1

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directors' conflicts; conflicting duties; disclosure of interests

15.

The 'Creditors' Interests Duty': When Does It Arise and What Does It Require?

Law Quarterly Review, Vol. 135, No. 3, pp. 385‐390, 2019, U of Melbourne Legal Studies Research Paper No. 914
Number of pages: 6 Posted: 05 Oct 2020 Last Revised: 30 Nov 2020
Rosemary Teele Langford and Ian Ramsay
University of Melbourne - Law School and Melbourne Law School - University of Melbourne
Downloads 148 (231,220)

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directors' duties, creditors; duty to consider the interests of creditors

16.

Social Licence to Operate and Directors' Duties: Is there a Need for Change?

(2019) 37 Company & Securities Law Journal 200
Number of pages: 18 Posted: 09 Dec 2019
Rosemary Teele Langford
University of Melbourne - Law School
Downloads 145 (235,042)

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directors' duties, company law, ESG, corporate social responsibility, social licence to operate

17.

ENT Pty Ltd v Sunraysia Television Ltd: A Positive Fiduciary Duty of Disclosure

26 Company and Securities Law Journal 470 (2008)
Number of pages: 6 Posted: 21 Jul 2013
Rosemary Teele Langford
University of Melbourne - Law School
Downloads 131 (253,509)

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directors' duties, fiduciary duties, company law

18.

Is a Conflict of Interest under the General Law the Same as a Material Personal Interest under the Corporations Act?

Company and Securities Law Journal, Vol. 36, No. 3, pp. 284-287, 2018
Number of pages: 5 Posted: 27 Oct 2018
Rosemary Teele Langford and Ian Ramsay
University of Melbourne - Law School and Melbourne Law School - University of Melbourne
Downloads 125 (262,676)

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conflicts of interest; directors' duties

19.

Best Interests: Multifaceted but Not Unbounded

Cambridge Law Journal, Volume 75, Issue 3 (2016), U of Melbourne Legal Studies Research Paper No. 752
Number of pages: 22 Posted: 14 Jul 2017
Rosemary Teele Langford
University of Melbourne - Law School
Downloads 120 (270,684)
Citation 1

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Directors' Duties, Company Law, Fiduciary Duties, Best Interests, Good Faith, Corporate Social Responsibility, Loyalty

20.

Directors' Fiduciary Duties in the Western Australian Supreme Court - Again

32 Company & Securities Law Journal 362, 2014
Number of pages: 15 Posted: 23 Oct 2014
Rosemary Teele Langford
University of Melbourne - Law School
Downloads 103 (301,297)

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directors' duties, good faith, business judgment rule, fiduciary duties

21.

Insolvent Trading, Charitable Companies and COVID-19

(2020) 37 Company and Securities Law Journal, U of Melbourne Legal Studies Research Paper No. 885
Number of pages: 8 Posted: 29 May 2020 Last Revised: 01 Jun 2020
Rosemary Teele Langford
University of Melbourne - Law School
Downloads 98 (313,340)

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company law, directors' duties, insolvent trading, COVID-19

22.

Purpose-Based Governance: A New Paradigm

(2020) 43(3) University of New South Wales Law Journal (Advance), U of Melbourne Legal Studies Research Paper No. 907
Number of pages: 24 Posted: 05 Oct 2020 Last Revised: 27 Oct 2020
Rosemary Teele Langford
University of Melbourne - Law School
Downloads 95 (317,549)

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governance, directors' duties, purpose, nonprofit, company law, charities, stakeholders

23.

An Integrated Approach to Statutory Interpretation: Directors' Duties in the UK

Prue Vines and M Scott Donald (eds), Statutory Interpretation in Private Law (Federation Press, 2019) , U of Melbourne Legal Studies Research Paper No. 923
Number of pages: 31 Posted: 05 Oct 2020 Last Revised: 21 Dec 2020
Rosemary Teele Langford
University of Melbourne - Law School
Downloads 83 (348,003)

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fiduciary duties, directors' duties, statutory interpretation, competing directorships

24.

Use of the Corporate Form for Public Benefit - Revitalisation of Australian Corporations Law

(2020) 43(3) University of New South Wales Law Journal (Advance), U of Melbourne Legal Studies Research Paper No. 908
Number of pages: 30 Posted: 05 Oct 2020 Last Revised: 27 Oct 2020
Rosemary Teele Langford
University of Melbourne - Law School
Downloads 67 (392,829)

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company law, directors' duties, purpose, social enterprise, benefit corporations, stakeholders

25.

Book Review Essay: Philosophical Foundations of Fiduciary Law - Andrew S. Gold and Paul B. Miller (Eds.) (OUP, 2014)

(2016) 10 Journal of Equity 51
Number of pages: 19 Posted: 13 Aug 2016
Rosemary Teele Langford
University of Melbourne - Law School
Downloads 62 (405,570)

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fiduciary duties, company law, directors

26.

The Contours and Content of the ‘Creditors’ Interests Duty’

To be published in the Journal of Corporate Law Studies, Vol. 21, 2021, U of Melbourne Legal Studies Research Paper No. 888
Number of pages: 22 Posted: 17 Jun 2020 Last Revised: 25 Jun 2020
Rosemary Teele Langford and Ian Ramsay
University of Melbourne - Law School and Melbourne Law School - University of Melbourne
Downloads 48 (455,909)

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creditors’ interests duty; directors’ duties; duty to act in the interests of the company; Companies Act 2006 (UK) s 172(3); Corporations Act 2001 (Cth) s 181

27.

The Reach of Constitutional Conflicts Provisions: How do Companies Contract out of the General Law Duties?

Company and Securities Law Journal, Vol. 37, No. 2, pp. 156-158, 2019, U of Melbourne Legal Studies Research Paper No. 852
Number of pages: 5 Posted: 24 Sep 2019 Last Revised: 12 Nov 2019
Rosemary Teele Langford and Ian Ramsay
University of Melbourne - Law School and Melbourne Law School - University of Melbourne
Downloads 47 (459,891)

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conflicts of interest; directors; directors' duties

28.

Conflicts and Coherence in the Charities Sphere: Would a Conflict By Any Other Name Proscribe the Same?

(2020) 14(1) Journal of Equity, 1-31, U of Melbourne Legal Studies Research Paper No. 899
Number of pages: 34 Posted: 14 Aug 2020 Last Revised: 17 Aug 2020
Rosemary Teele Langford
University of Melbourne - Law School
Downloads 46 (464,003)

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conflicts of interest, nonprofits, charities, directors' duties, fiduciary duties, material personal interest, directly or indirectly interested, perceived conflict

29.

Pursuit Revisited

13 Journal of Equity 267, 2020, U of Melbourne Legal Studies Research Paper No. 877
Number of pages: 27 Posted: 02 May 2020 Last Revised: 06 May 2020
Rosemary Teele Langford
University of Melbourne - Law School
Downloads 45 (468,217)

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directors' duties; fiduciary duties; conflicts; competing directorships

30.

The Corporate Culture Chameleon: Reflections and Reporting

(2016) 34 C&SLJ 558
Number of pages: 9 Posted: 13 Feb 2017
Rosemary Teele Langford
University of Melbourne - Law School
Downloads 45 (468,217)

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Company law, directors' duties, corporate culture, whistleblowing, reporting

31.

High Court of Australia on Fiduciary Duty

Ken Coghill, Charles Sampford and Tim Smith (Eds), Fiduciary Duty and the Atmospheric Trust (Ashgate, Surrey, 2012) 187 – 207
Number of pages: 25 Posted: 05 May 2016
Rosemary Teele Langford
University of Melbourne - Law School
Downloads 38 (499,137)

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fiduciary duties, climate change, atmospheric trust, High Court Australia

32.

Data Explosion, Disclosure and Stepping Stones

in Andrew Godwin, Pey Woan Lee and Rosemary Teele Langford (eds), Innovation, Technology and Corporate Law, Edward Elgar Publishing, Forthcoming
Number of pages: 19 Posted: 27 Jan 2021
Rosemary Teele Langford
University of Melbourne - Law School
Downloads 16 (628,451)

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Directors’ Duties, Company Law, Companies, Corporate Governance, Duty of Care, Directors, Disclosure, Technology, AI, Corporations Act 2001 (Cth) S 180, Stepping Stones

33.

Charitable Companies and Related Party Transactions

(2021) 38 (2) Companies and Securities Law Journal 55
Number of pages: 28 Posted: 12 Feb 2021
Rosemary Teele Langford
University of Melbourne - Law School
Downloads 10 (671,768)

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related party transactions, companies, corporate governance, nonprofit organisations, charities, charitable companies, accounting standards

34.

General Law and Statutory Directors' Duties: 'Unmixed Oil and Water' or 'Integrated Parts of the Whole Law?'

(2015) 131 Law Quarterly Review 635
Posted: 09 May 2016
Rosemary Teele Langford
University of Melbourne - Law School

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fiduciary duties, directors' duties, Companies Act 2006(UK), Corporations Act 2001 (Cth), coherence, company law

35.

Directors' Duties: Principles and Application

Posted: 26 Oct 2014
Rosemary Teele Langford
University of Melbourne - Law School

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directors' duties, fiduciary duties, Corporations Act 2001 (Cth), Companies Act 2006 (UK), remedies

36.

The Distinction between the Duty of Care and the Duties to Act Bona Fide in the Interests of the Company and for Proper Purposes

(2013) 31 Australian Business Law Review 337-353, Monash University Faculty of Law Legal Studies Research Paper No. 2013/34
Posted: 04 Dec 2013 Last Revised: 09 Dec 2013
Rosemary Teele Langford
University of Melbourne - Law School

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Directors' duties, fiduciary duties

37.

Directors' Fiduciary Duties: The Relationship between Conflicts, Profits and Bona Fides'

(2013) 31 Company and Securities Law Journal 423-436, Monash University Faculty of Law Legal Studies Research Paper No. 2013/33
Posted: 04 Dec 2013 Last Revised: 23 Apr 2017
Rosemary Teele Langford
University of Melbourne - Law School

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Directors' duties, fiduciary duties

38.

The Fiduciary Nature of the Bona Fide and Proper Purposes Duties of Company Directors: Bell Group Ltd (In Liq) v Westpac Banking Corp (No 9)

(2009) 31 Australian Bar Review 326
Posted: 29 Jul 2013
Rosemary Teele Langford
University of Melbourne - Law School

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39.

Solving the Fiduciary Puzzle: The Bona Fide and Proper Purposes Duties of Company Directors

41 Australian Business Law Review 127 (2013)
Posted: 21 Jul 2013
Rosemary Teele Langford
University of Melbourne - Law School

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fiduciary duties, directors' duties, Barnes v. Addy

40.

The Duty of Directors to Act Bona Fide in the Interests of the Company: A Positive Fiduciary Duty? - Australia and the UK Compared

Journal of Corporate Law Studies, Vol. 11, pp. 215, 2011, Monash University Faculty of Law Legal Studies Research Paper No. 22
Posted: 14 Sep 2012
Rosemary Teele Langford
University of Melbourne - Law School

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fiduciary, duty of directors, bona fide, company, High Court, United Kingdom, Barnes, Addy, creditors, Australia