Ambiguities and inconsistencies in relation to the obligations of proxies under corporations law: a model for reform

McConvill, James and Bagaric, Mirko 2004, Ambiguities and inconsistencies in relation to the obligations of proxies under corporations law: a model for reform, University of New England law journal, vol. 1, no. 1, pp. 109-133.

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Title Ambiguities and inconsistencies in relation to the obligations of proxies under corporations law: a model for reform
Author(s) McConvill, James
Bagaric, Mirko
Journal name University of New England law journal
Volume number 1
Issue number 1
Start page 109
End page 133
Publisher School of Law, University of New England
Place of publication Armidale, NSW
Publication date 2004-06
ISSN 1449-2199
Summary This article reconsiders the important question which came to light as a result of the controversial 2002 Coles Myer annual general meeting: do directors that are appointed as proxy have an obligation to vote as directed (and indeed should they)? A recent decision of the New South Wales Supreme Court, which was subsequently approved on appeal, stands for the proposition that proxy holders are agents of the shareholders that appointed them. However, currently the Corporations Act only requires a Chairman appointed as proxy to vote as directed — not an ordinary director. This article briefly explains the present state of the law in Australia on this issue, and then explores some interesting recent judicial remarks which may suggest that ordinary directors appointed as proxy must vote as directed in order to satisfy their director’s duties (both common law and statutory) to the company. We finally outline a proposed statutory reform initiative which seeks to remove the present uncertainty in the law by introducing a blanket requirement that all proxy holders must vote as directed.
Language eng
Field of Research 180109 Corporations and Associations Law
HERDC Research category C1 Refereed article in a scholarly journal
Persistent URL http://hdl.handle.net/10536/DRO/DU:30002780

Document type: Journal Article
Collection: School of Law
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