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Shareholders Rights and Responsibilities: A Guide

Shareholders may not run a company’s daily activities, but they’re still important. Find out here what the rights and responsibilities of shareholders are.
The post Shareholders Rights and Responsibilities: A Guide appeared first on Lawpath.

THE WOMEN’S CIRCLE

THE WOMEN’S CIRCLE
admin
Thu, 05/02/2019 – 16:16
The Women’s Circle is a Gilbert + Tobin initiative aimed at enriching and supporting the career and professional development of enterprising Australian women. The forum was established to give women executives the opportunity to develop their leadership skills, share experiences, and network with a peer group of senior women across corporate sectors, government and the arts. Delegates are selected by their CEO’s and Chair as people with significant potential to be future leaders in their business and in the community.
The Women’s Circle was founded by Janet Whiting, head of the firm’s disputes and investigations practice in Melbourne. In Sydney, technology and digital partner Sheila McGregor leads the program, and Perth partners Sarah Turner, Claire Boyd and Julie Athanasoff co-lead.
The Circle has four key areas of focus which are talent, opportunity, inspiration and networking. Each delegate is provided with opportunities, inspiration and connections which have the potential to sustain and nurture them through their careers.
The monthly sessions cycle through three components; Peer engagement presentations, industry sector insight “bites” and keynote speaker addresses.
Particular highlights are hearing from high-profile and influential female leaders, who are forging a path before them.
A selection of these speakers include: Susan Lloyd-Hurwitz, Joanna Murray-Smith, Elizabeth Proust AO, Ann Sherry AO, Alison Watkins, Diane Smith-Gander, Janet Holmes à Court AC, Hon. Cheryl Edwardes AM, Ilana Atlas, Anna Bligh AC, Elizabeth Bryan AM, Elizabeth Ann Macgregor OBE. Each of the women who make up our program of speakers play an important role in shaping current policy and decision-making across the spectrum of businesses and organisations they represent. Their credentials span across sectors, including administration, aviation, digital media, energy, financial services, government, investment management, politics, private equity, real estate, sport, sustainability, the arts and transport. Participants will gain rare access to, and understanding of, the critical factors that have led to their individual successes and current positions of influence in their respective fields.
The Women’s Circle is an investment in future leaders and a stepping stone towards professional success and advancement. As such, this unique professional development and women’s networking initiative has been designed to extend, challenge and support the next era of leadership in Australia. 
Melbourne
Pictured (L-R): G+T partner Janet Whiting with Kate Torney and Helen Silver AO
 
 Sydney
 Pictured (L-R): G+T partner Sheila McGregor with Alexandra Smart, Kellie Hush, Liz Ann Macgregor
 
Perth
Pictured (L-R): G+T partner Julie Athanasoff with Dr Fiona Wood and G+T partners Sarah Turner, Claire Boyd 

Diversity

Diversity
admin
Thu, 05/02/2019 – 16:16
We continually introduce new initiatives to accelerate our progress towards a diverse and inclusive workforce.
We know that having different people around our firm makes us stronger. It allows for greater capacity, skill sets and emotional intelligence. We find that more diverse groups of people bring different perspectives to problem solving.
Embracing and celebrating the difference in our people is embedded in our culture at Gilbert + Tobin.

THE WOMEN’S CIRCLE
WOMEN AT G+T
OUT AT G+T

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RECONCILIATION

RECONCILIATION
admin
Thu, 05/02/2019 – 16:16
Gilbert + Tobin has developed long standing relationships with Australian Aboriginal and Torres Strait Islander communities through the work of our pro bono practice.
Our Managing Partner, Danny Gilbert, is a strong advocate for Indigenous constitutional recognition and the need for an Indigenous voice to Parliament.
We were the first Sydney law firm to have a Reconciliation Action Plan (RAP), and the second nationally. Our RAP includes:
Prioritising pro bono support for Aboriginal and Torres Strait Islander individuals and organisations.
Supporting an Indigenous Employment Strategy that includes an Indigenous Cadetship Program for law students, and places for Indigenous people in non-legal roles.
Providing financial support to Indigenous community organisations, including the Tribal Warrior Association, National Indigenous Youth Leadership Academy and Mudgin-Gal Aboriginal Corporation.
Supporting Indigenous economic development by procuring products from Supply Nation certified Indigenous businesses.
For more information about Reconciliation and our advocacy for Indigenous constitutional recognition, contact:
Eloise Schnierer
Head of Corporate Social [email protected]

WOMEN AT G+T

WOMEN AT G+T
admin
Thu, 05/02/2019 – 16:16
We are committed to building a gender equal firm, addressing economic inequality for women and embracing the future of work.
Gilbert + Tobin has a depth of female talent: approximately one third of our partners are female, women account for around 64% of our total employee numbers, with many taking advantage of one of our flexible working arrangements, including a number of our partners.
Recently the firm announced a new target to increase the representation of women in its partnership to 40% by 2023, as a critical step towards becoming a gender-balanced partnership.
However, statistics are only part of the story. Many of our women hold leadership positions in the firm as Group and People Leaders and members of the Gilbert + Tobin board.
We have developed a number of professional development programs specifically designed to inform, support and inspire women at all levels of the firm. We have a range of flexible working arrangements and support structures available, including best-practice parental leave entitlements policy, part-time and job share opportunities, flexible working hours, return-to-work support and an on-site family room. 
All employees have access to a ‘work from home IT kit’ to enable greater flexibility in how people manage their personal commitments with the needs of clients.
G+T’s ongoing efforts to increase opportunities for talented women to build rewarding long-term careers and at the same time empower both women and men to better balance their work and family commitments has received strong endorsement from external organisations such as WGEA, The Diversity Council and The Women Lawyers Association of NSW (WLAN).
Gilbert + Tobin also supports disadvantaged women in the community through our pro bono and corporate social responsibility programs, including contributing to the Dress for Success program.
To celebrate the First 100 Years of Women in Law, in 2018 The Law Society of New South Wales released a commemorative video charting the key milestones for women lawyers in Australia. Gilbert + Tobin partners Gina Cass-Gottlieb and Rachael Bassil each share their experiences on coming through the ranks as a woman lawyer and what they see for the future of women in law.

Corporate Social Responsibility

Corporate Social Responsibility
admin
Thu, 05/02/2019 – 16:16
We actively engage with the social and environmental impacts of our operations.
Our Corporate Social Responsibility (CSR) program specifically focuses on three streams – community, reconciliation and the environment. Through these programs we:
Work to ensure the justice system is accessible to everyone by helping parts of the community who cannot afford legal assistance;
Monitor, improve and report on our environmental performance to our key clients, and to the public;
Commit with our suppliers of goods and services to achieve better environmental and social sustainability by managing our procurement processes;
Maintain an open work place where staff are encouraged to commit to causes, and provide the flexibility to enable them to do that.
We report on our CSR performance in accordance with the Global Reporting Initiative (GRI) Guidelines. The GRI Guidelines report on sustainability performance in relation to economic, environmental and social performance outcomes.
We continue to look for ways to improve our contribution as a responsible corporate citizen.

ENVIRONMENT
RECONCILIATION

Pro Bono

Pro Bono
admin
Thu, 05/02/2019 – 16:36
At Gilbert + Tobin, pro bono is a vital part of what we do and who we are. We are proud proponents of social justice for everyone, and focus on providing advice and support to marginalised and disadvantaged people.
We have a particular focus on Aboriginal and Torres Strait Islander people and organisations, people with disabilities, refugees and human rights matters. We work tirelessly to ensure our services are accessible to people who need them, both in the cities and in rural and remote Australia.
Gilbert + Tobin is a pro bono pioneer. Pro bono has been a feature of our practice since the firm’s beginning in 1988, and in 1996 we became the first firm in Australia to appoint a full-time, in house pro bono lawyer. We now have two full-time pro bono partners, Michelle Hannon and Anne Cregan.
Pro bono is not just the domain of Michelle and Anne’s team – pro bono work is undertaken by lawyers across the firm. In 2018-19, the firm completed more than 20,844 hours of pro bono work at an average of 53.1 hours per lawyer, conservatively valued at $10.6 million.

PRO BONO EXPERTISE PAGE

OUT AT G+T

OUT AT G+T
smane
Tue, 06/18/2019 – 20:33
OUT is Gilbert + Tobin’s LGBTI (lesbian, gay, bisexual, transgender and intersex) and allies group. OUT’s objective is to ensure that Gilbert + Tobin continues to celebrate diversity, including all LGBTI staff, as a fundamental value of the firm.
Founded in 2012, our OUT network:
Raises awareness and advocates on LGBTI issues within the firm and in the community;
Has an active role in the development of Next Practice thinking, including inclusive policies, diversity audits, training and profile raising;
Contributes to the firm’s pro bono and corporate social responsibility work;
Makes submissions on behalf of the firm to the Australian Workplace Equality Index;
Participates in Pride In Diversity events, including the Pride in Diversity Mardi Gras float;
Offers networking and social events for OUT members, allies and clients; and
Holds an annual firm-wide fundraiser encouraging all staff to wear purple in support of the Wear It Purple organisation.
Gilbert + Tobin is a proud member of Pride in Diversity, Australia’s leading workplace program for inclusion of LGBTI employees. In 2018, we were recognised in the Australian Workplace Equality Index as one of the top employers for LGBTI workplace inclusion in Australia.

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GT EVP Landing

GT EVP Landing
gryan
Tue, 09/03/2019 – 13:43

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Transactions, regulatory & disputes – committed to citizenship

What is a Stock Option?

Understanding stock options is an important piece of knowledge for any employee or investor to have. To find out more, keep reading here.
The post What is a Stock Option? appeared first on Lawpath.

What Happens to Shares when a Shareholder Dies?

When a shareholder dies, their shares are distributed according to their will. However, complications can arise if there is no will.
The post What Happens to Shares when a Shareholder Dies? appeared first on Lawpath.

National Roads and Motorists’ Association Limited v Construction, Forestry, Maritime, Mining and Energy Union [2019] FCA 1491

TRADE MARKS – infringement proceeding under ss 120(1) and (3) of the Trade Marks Act 1995 (Cth) – where a trade union is using a sign depicting the applicant’s brand or logo as part of an industrial campaign against the employer – where the employer is a wholly owned subsidiary of the applicant – whether the union’s sign is being used as a trade mark – no use of the sign as a trade mark
CONSUMER LAW – claims of misleading or deceptive conduct arising from representations made during the course of an industrial campaign – whether impugned conduct is “in trade or commerce" – principles derived from Concrete Constructions (NSW) Pty Ltd v Nelson (1990) 169 CLR 594 considered – conduct not "in trade or commerce"
TORTS – claims of injurious falsehood arising from statements and representations made during an industrial campaign – malice – necessity to establish actual damage – no malice or actual damage

Does a duty of care exist to the Plaintiff if both the Plaintiff and the Driver were on illicit drugs at the time of the accident?

It is well established that no duty of care is owed between the participants in the theft and illegal use of a motor vehicle. But does the defence of joint illegal enterprise apply to those engaged in the taking of illicit drugs and the associated use of a motor vehicle? The NSW Court of Appeal considers that issue and also decides whether the common law defence is displaced by s54 of the Civil Liability Act 2002.
 
Author: Helen Huang
Judgment date: 5 September 2019
Citation: Bevan v Coolahan [2019] NSWCA 217
Jurisdiction: Supreme Court of New South Wales – Court of Appeal*
Principles

Section 54 of the Civil Liability Act 2002 does not displace the common law principles governing joint illegal enterprise. By reason of subsection 2, the provision has doubtful application to motor accidents.
For participation in a  joint illegal enterprise to oust a duty of care, it is sufficient if the plaintiff’s conduct was incidental to that enterprise.

Background
The Plaintiff was seriously injured when the vehicle in which she was a passenger, left the road colliding with a telegraph pole. There were four occupants of the vehicle and all had consumed cannabis and crystal methamphetamine. Having exhausted the supply of drugs earlier that night, they drove to a dealer from whom a fresh supply was obtained. After consuming the drugs in a carpark, they were on the return journey when the driver negligently lost control of the vehicle.
The Plaintiff sued both the driver and the owner of the car (who was also a passenger) for damages.
The Trial Judge dismissed the claim on the basis that all occupants were involved in a joint illegal enterprise, as a consequence of which, no duty of care was owed to the Plaintiff.
Decision
Duty of Care
The primary issue on appeal was whether the defence of joint illegal enterprise extends to circumstances where the illegality in question is removed from the very use of the vehicle, unlike the common scenario (as in Miller v Miller (2011) 242 CLR 446 ) where the vehicle was stolen.
The Court of Appeal (Basten and Leeming JJA) accepted the finding by the trial judge that a joint illegal enterprise existed:
[33]: “There was… a joint illegal enterprise involving the purchase, consumption and possession of crystal methamphetamine. The use of the car to travel to the place of purchase, and back home carrying some of the purchased drugs, having consumed the rest, was an essential element in the enterprise. The possibility that the driver would, after consuming drugs, drive negligently or dangerously, and thereby commit further offences, must have been foreseen in circumstances where the very act of driving under the influence of drugs was illegal”.
McCallum JA, dissenting, would have allowed the appeal on the basis that illegality ought not to have displaced the duty of care. She explained:
[148] “… there was nothing unlawful in the plaintiff’s conduct in being a passenger in the car. The fact that she remained a passenger knowing that the driver had consumed drugs sounds in contributory negligence or assumption of risk but, not being unlawful, is not incongruous with the existence of a duty of care owed to her as a passenger”.
Section 54 CLA
Section 54 of the Civil Liability Act 2002 provides that damages are not recoverable for death or injury where the conduct of the plaintiff constitutes a serious offence. However, subsection 2 excludes operation of the provision where the conduct of the defendant constitutes an offence (whether serious or not).  The question for the Court of Appeal was whether s54 displaces the common law defence of joint illegal enterprise. In finding that it does not,  Basten JA explained:
[24] “Section 54, being directed to the existence of a duty of care, and in fact assuming the existence of such a duty, is not engaged at the very point at which the general law principles apply, namely denial of the existence of a duty….Section 54 has quite a limited area of operation and is unlikely to apply to most motor vehicle accidents. That being so, there is no reason to suppose that it was intended to exclude the operation of the general law principles in these areas.”
Contributory negligence
The Court addressed the issue of contributory negligence which would otherwise have arisen had a duty of care existed.  Basten and Leeming JJA agreed the Trial Judge’s assessment of 25% was too low, increasing it to 50% because:
[127] “All four individuals had ingested crystal methamphetamine that afternoon, and had driven in order to obtain more of the drug. Ms Bevan was found to be their “ringleader”. It was she who had paid for the illicit drugs. It was she who provided the pipe by which they were consumed. True it is that Ms Bevan did not own the car nor was she driving it, but she was in a real sense the cause of the expedition to acquire more drugs. Senior counsel for the respondents proposed a finding of 50% contributory negligence, stating that “50% is frankly a finding that would err in generosity to the appellant.”
Why this case is important
For a defence of joint illegal enterprise to succeed, it is sufficient if the plaintiff’s conduct was incidental to the criminal enterprise. Here, the use of a car to travel to and from the place of purchase of illicit drugs was an essential element in the enterprise. The possibility that the driver would, having consumed drugs, drive negligently, must have been foreseen. Arguably, the principle would not be invoked if the illegal activity was limited to a purpose and with consequences unconnected to the use of the vehicle, such as an assault.
Section 54 of the Civil Liability Act 2002 does not displace the common law principle and by reason of subsection 2, has doubtful application to motor accidents.
If this case was being considered in the context of the Motor Accidents Injuries Act 2017 the Plaintiff:

would be entitled to statutory benefits for at least 26 weeks pursuant to section 3.1(1);
would be entitled to statutory benefits after 26 weeks (subject to the “minor injuries test”) because she was not ‘mostly at fault’ (given the assessment of 50% contributory negligence”); and
would not be entitled to damages because the owner and driver did not owe her a duty of care.

The serious driving office exclusion in s 3.37 does not apply because, while the plaintiff was engaged in criminal activity, the plaintiff was a passenger and therefore not engaged in any activity which would result in a conviction for a driving offence.
*Basten JA, Leeming JA & McCallum JA
The post Does a duty of care exist to the Plaintiff if both the Plaintiff and the Driver were on illicit drugs at the time of the accident? appeared first on McCabe Curwood.

CFG17 v Minister for Immigration, Citizenship, Migrant Services and Multicultural Affairs [2019] FCA 1495

MIGRATION – appeal of a decision of the Federal Circuit Court of Australia dismissing an application for judicial review of a decision of a delegate of the respondent (“delegate") – whether the delegate failed to deal with a material claim made by the appellant – where it was alleged that the delegate failed to make inquiries – whether the delegate had an obligation to make inquiries – appeal dismissed.