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Corporations Act and Corporate Governance

In a rapidly evolving legal and regulatory environment, we assist companies and their officers with corporate compliance and corporate governance frameworks, providing them with the piece of mind that their company is up to date with changes in law and is keeping pace with industry best practices.

How we can help

  • Mergers and acquisitions
  • Capital raising and investment
  • Business structures

Expertise

At SWS Lawyers, we have worked with directors, accountants and company secretaries on corporate governance issues. We have acted and continue to act for ASX listed companies as well as small and large private companies, including very large private investment groups. Our focus is always to ensure our clients are opting for best practice processes, are complying with their corporate governance obligations, and are not in breach of the Corporations Act.

We provide timely (often telephone) advice on urgent governance issues, such as complex directors’ duties and compliance matters. We have been involved in significant fraud and “scam” related matters and advised on management and disclosure aspects. We give continuous disclosure and ASX listing rule compliance advice and we help accountants and company secretaries with routine Corporations Act compliance, Continuous Disclosure and Listing Rule compliance matters, EGM and AGM meeting process and procedure, AGM disclosure and process and director remuneration issues.

Beyond these typical corporate governance issues, we have more recently started to work with clients on issues arising from shareholder activism, such as environmental targets and goals, as well as social and societal concerns.

We leverage our knowledge and experience of more than 25 years, to assist directors, senior executives and co-advisors (including accountants and IR professionals) to navigate governance and disclosure matters and comply with the law. We have experience assisting clients and providing advice on corporate governance systems and responses associated with:

  • the formation of legal structures including corporations, incorporated and unincorporated joint ventures, trusts and partnerships;
  • compliance with the ASX Corporate Governance Principles and Recommendations;
  • regulatory reporting requirements;
  • general meeting procedures;
  • composition of the board of directors and the associated procedures;
  • structuring and development of new or revised governance systems;
  • systems and implementation for directors’ duties, liability and risk protection structures;
  • changes to share capital (including capital reductions and share buy-backs);
  • corporate restructures and capital reorganisations;
  • capital raising and disclosure regulation; and
  • insolvency, voluntary administration and winding up.

Their approach is always professional and delivered at a standard comparable to a capital city law firm. It is the clear strategic direction that has always impressed me about the SWS team.

-Director, Top 10 Australian Accounting Firm

We believe their ability to combine first rate legal expertise, commercial judgement and strong negotiating skills is rare amongst lawyers and provides us with a real competitive advantage in corporate transactions. We use SWS because of their ability, not their post code.

-Robert Radcliffe-Smith, Advent

The combination of rare legal expertise, commercial judgement and strong negotiating skills is rare amongst lawyers and provides us with a real competitive advantage in corporate transactions.

-Paul Valaire, Addcar

SWS has assisted with advice on securing and exercising complex property and commercial contractual rights and assisting with protracted contractual management and implementation. We value legal experts who can offer pragmatic and commercial legal solutions for our complicated matters. SWS Lawyers has consistently met these criteria.

-Leading AU/NZ Logistics Company

The team at SWS Lawyers have already showcased their professionalism, commitment, positive can-do attitude and insight into our needs and have a clear understanding of the disability sector.

-Garry West-Bail, Deaf Sports Australia
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