Failure in Law Reform: the case of AMP Limited

Abstract

This article describes how directors subject to Anglophile corporate law can make themselves unaccountable to shareholders through their power to control shareholder meetings. The case study illustrates why extensive corporate law reform in Australia and the reforms being considered in the UK and Hong Kong will be an exercise in futility in making directors accountable to investors to improve either corporate performance or investor protection while permitting public companies to be controlled by a unitary board. The articles describes how Anglo corporate law allows corporations to adopt unethical constitutions and how a prominent director appointed by the Australian government to chair a committee to advise on reform of the financial system acted unethically in his role as chair of the largest financial institution in the country. These problems suggest why failures also arise in developing and transitional economies that adopt the Anglo governance system. The Peoples Republic of China could also become infected through Hong Kong with the defects of contemporary Anglophile law and listing rules.