Keeping Management Above Board: Corporate Duties Below Board Level

Abstract

In the wake of several well-publicised corporate collapses, this thesis, supervised by Professor Stephen Bottomley, addresses the issue of the potential accountability 'gap' below board level under Australian corporate law. It argues that the legal model of the corporation and corporate decision-making is out of touch with the realities of large, modern corporations, where significant decision-making power frequently lies with management below board level. Arguments are focused on whether changes are needed to the categories of persons subject to the two statutory directors' duties (the duty to act in good faith, and the duty to act with care and diligence). Finding that such changes are warranted and can be achieved without detracting from directors' own obligations, a reversion to the broader pre-2000 'executive officer' definition, with clarifying elaborations to ensure sufficiently broad interpretation, is recommended.