Our
Approach
Strategic Governance Advice & Director Risk Protection
We advise directors, boards and business owners on corporate governance obligations and directors’ duties under Australian law. Our focus is risk mitigation, compliance clarity and protecting long-term enterprise value.
We provide practical, commercially grounded advice on fiduciary duties, conflicts of interest, insolvent trading exposure and governance frameworks — ensuring directors can act confidently and decisively.
As a specialist boutique commercial law firm, we support private companies and construction businesses facing governance challenges, regulatory scrutiny or internal board disputes.
Corporate Governance & Directors’ Duties Advisory
Strategic oversight. Director protection. Governance clarity.
Directors’ Duties & Fiduciary Obligations
We advise company directors and officers on their statutory and fiduciary duties under the Corporations Act 2001 (Cth) and Australian common law principles. These include the duty of care and diligence, the duty to act in good faith in the best interests of the company, the duty to exercise powers for a proper purpose, and the prohibition against improper use of position or information.
Directors must actively monitor financial performance, ensure solvency, oversee compliance systems and make informed decisions based on adequate information. Failure to discharge these obligations can expose directors to civil penalties, compensation orders, disqualification proceedings and, in serious cases, criminal liability.
We provide clear, commercially grounded advice that allows directors to make strategic decisions confidently while minimising regulatory and personal risk.
Corporate Governance Frameworks
Effective corporate governance is critical to long-term commercial stability and regulatory compliance. We assist private companies, construction businesses and corporate groups to implement structured governance frameworks aligned with statutory requirements and best practice standards.
Our governance advisory services include board structuring, director appointment processes, shareholder alignment, delegation authorities, risk management frameworks and compliance review systems. Clear governance structures promote accountability, transparency and strategic oversight at board level.
Strong governance reduces the likelihood of shareholder disputes, regulatory investigations and internal conflict while protecting enterprise value and reputational standing.
Conflicts, Insolvent Trading & Risk Exposure
Directors must carefully manage conflicts of interest, related party transactions and financial distress scenarios. Where solvency concerns arise, directors have a positive duty to prevent insolvent trading and must continuously assess whether the company can meet its debts as and when they fall due.
We provide urgent and strategic advice in circumstances involving potential insolvent trading exposure, creditor pressure, shareholder scrutiny or governance breakdown. Early intervention allows directors to assess restructuring options, mitigate liability and implement defensible decision-making processes.
Proactive legal advice significantly reduces exposure to civil penalty proceedings, personal compensation claims and director disqualification orders.
Governance Disputes & Regulatory Investigations
Governance disputes frequently arise from alleged breaches of directors’ duties, misuse of position, minority shareholder oppression claims or disputes between board members. These matters often carry significant financial and reputational consequences.
We act for directors and companies responding to investigations and enforcement action by the Australian Securities and Investments Commission (ASIC), as well as shareholder litigation and corporate governance disputes. Our approach is strategic, commercially focused and discreet.
We prioritise early resolution where appropriate while preparing rigorously for formal proceedings when required, ensuring directors’ personal interests and corporate objectives remain protected.
Who We Act For
01.
Company Directors & Board Members
02.
Private Companies & Growth Enterprises
03.
Construction Company Directors
04.
Founders & Majority Shareholders
05.
Professional Services Firms & Corporate Groups
Frequently Asked Questions
1 / What are directors’ duties under Australian law?
Directors in Australia owe statutory and fiduciary duties under the Corporations Act 2001 (Cth) and general law. These include the duty to act with care and diligence, act in good faith in the best interests of the company, avoid improper use of position or information, and prevent insolvent trading. Breaches can result in civil penalties, compensation orders, disqualification or, in serious cases, criminal liability.
2 / Can directors be personally liable for company debts?
Yes. While companies are separate legal entities, directors can become personally liable in certain circumstances, particularly in cases involving insolvent trading, breaches of directors’ duties, unpaid employee entitlements or personal guarantees. Early legal advice is critical to managing exposure.
3 / What is insolvent trading?
Insolvent trading occurs when a company incurs debts while it is unable to pay those debts as and when they fall due. Directors have a positive duty to prevent insolvent trading. Failure to do so may result in personal liability, civil penalties and disqualification.
4 / What does corporate governance involve for private companies?
Corporate governance involves the systems, processes and policies that guide how a company is directed and controlled. This includes board structures, delegation frameworks, compliance systems, risk management procedures and shareholder alignment. Strong governance reduces disputes and regulatory risk.
5 / What happens if ASIC investigates a director?
If the Australian Securities and Investments Commission (ASIC) investigates a director, it may seek documents, compel examinations or commence civil or criminal proceedings. Directors should obtain legal advice immediately to protect their position and respond appropriately to regulatory scrutiny.
Get in Touch
We understand that legal issues can be extremely time sensitive, and delays can put your case at risk.
We'll ensure a lawyer will get back to you within 24 hours, if not sooner.
For even faster response time, call us now:
03 9111 9908