Corporate Governance and the Impact of Legal Obligations on Decision Making in Corporate Australia

Australian Journal of Corporate Law, Vol. 1, pp 55-86, 1991

32 Pages Posted: 29 Jul 2009

See all articles by Roman Tomasic

Roman Tomasic

University of South Australia; Durham University - Law School

Stephen Bottomley

ANU College of Law

Date Written: 1991

Abstract

This paper reports upon an empirical study of the place of law and legal duties in the governance of Australian public companies. A fuller discussion of the findings from this empirical research project is to be found in: Tomasic and Bottomley, Directing the Top 500: Corporate Governance and Accountability in Australian Companies, (Sydney, Allen & Unwin, 1993). The debate concerning the legal duties and obligations of management of corporations became quite heated in Australia following the corporate excesses of the 1980s. Many corporations exploited the looseness of the legal rules for the control of business; weak regulatory structures also operated to the disadvantage of shareholders and creditors. The study is based upon data derived from a series of interviews conducted with officers from the top 500 Australian listed public companies. Interviews were held with 95 public company directors and 55 advisers of public companies. The adviser group comprised leading corporate lawyers, liquidators, auditors and corporate regulators. Interviews took place in five Australian state capital cities and all interviews were undertaken personally by the principal investigators. This article examines perceptions of corporate citizenship held by directors and goes on to contrast these with actual corporate decision making in the context of the legal requirements placed upon directors of Australian companies. The article also examines the structure of Australian corporate decision making processes by the board of directors.

Keywords: Corporate Governance, Duties of Directors, Accountability, Empirical Research

Suggested Citation

Tomasic, Roman A. and Bottomley, Stephen, Corporate Governance and the Impact of Legal Obligations on Decision Making in Corporate Australia (1991). Australian Journal of Corporate Law, Vol. 1, pp 55-86, 1991, Available at SSRN: https://ssrn.com/abstract=1440816 or http://dx.doi.org/10.2139/ssrn.1440816

Roman A. Tomasic (Contact Author)

University of South Australia ( email )

GPO Box 2471
ADELAIDE
City West, 5001
Australia

Durham University - Law School ( email )

Palatine Centre
Stockton Road
Durham, Durham
United Kingdom

HOME PAGE: http://www.durham.ac.uk

Stephen Bottomley

ANU College of Law ( email )

Canberra, Australian Capital Territory 0200
Australia

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