Contact: Mark Brookes, Katherine Hayes, and Greg Stirling; Carter Newell (Queensland, Australia)
The NSW Court of Appeal provides a reminder of some of the Corporations Act's governance issues and their effect on companies and their advisers.
The Facts
The appellant, Mr Boorer, was, along with his son, the director of an unlisted public company, Techontap International Ltd (Techontap). Techontap engaged the respondent, HLB Mann Judd (NSW) Pty Ltd (HLB) to (amongst other things) prepare and lodge forms with ASIC from time to time.
Mr Boorer invited Mr Leonard King and Mr Brett King (Kings) to become directors of Techontap, with Leonard King as company secretary. Mr Boorer told Ms Mariana von-Lucken of HLB that the Kings and a Mr Walter Adamson consented to their respective appointments. Ms von-Lucken subsequently prepared, and Mr Boorer signed, a Form 484 notifying ASIC of Mr Adamson's and the Kings' appointments as directors, and Leonard King's appointment as secretary.
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