At Jones Hardy, we provide:
In NSW, directors must act in the best interest of the company, exercise care and diligence, avoid conflicts of interest, not improperly use their position or information, and ensure financial compliance and responsibility.
Shareholder agreements define the rights and responsibilities of shareholders within the company, including voting rights, dividend policies, and procedures for buying or selling shares. They can provide additional protections beyond the statutory rights under corporate law.
Non-compliance can lead to civil penalties, disqualification from directorship, personal liability for company losses, and, in severe cases, criminal charges, depending on the nature of the breach.
To ensure enforceability, the agreement must be well-drafted, clear in terms, signed by all parties, and in compliance with the law. Regular reviews and updates are also crucial as company circumstances and laws change.
Initially, refer to the dispute resolution mechanism outlined in your shareholder agreement. If unresolved, mediation or arbitration can be sought before considering litigation, as these avenues are often less confrontational and costly.
It's advisable to review corporate governance policies annually or when significant changes occur within the company or the legal environment to ensure ongoing compliance and alignment with best practices.
Yes, directors can be personally liable if they breach their legal duties, participate in fraudulent activities, or fail to act in the company's best interests, leading to personal financial risks.
The best approach is to disclose the conflict openly as soon as it arises, abstain from decision-making in matters related to the conflict, and possibly seek independent advice to ensure actions align with company interests and legal standards.
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