Legal support for your board
We sit alongside the board as its lawyer, so the advice arrives before the decision rather than after it.Boards decide quickly, on incomplete information, about things that attach personally to the people around the table. A director’s duties are owed individually rather than collectively, and the consequence of getting one wrong lands on that director rather than on the company. Most boards get legal advice the way they get a plumber, which is once something is already leaking. The advice that changes an outcome is the advice available in the week the decision is being formed, not the month after it was made.
Advice inside the cycle
Input arrives while the decision is still being formed, which is the only point at which it can change anything.
A record that defends you
Resolutions capture the reasoning, which is what a director relies on if the decision is questioned years later.
No briefing from scratch
We already know the structure and the stakeholders, so a question gets an answer rather than a scoping call.
What does a board actually need a lawyer for?
Directors of Australian companies carry duties under the Corporations Act 2001 (Cth) (the Act) that are personal and enforceable against them individually: to act in good faith and for a proper purpose, to exercise care and diligence, to declare and manage conflicts, and not to let the company incur debts while it is insolvent. Around those sit the things a board has to get right procedurally, including how a related party dealing is approved, how a resolution is recorded, and how a decision shows that it was genuinely considered. Very little of that is difficult. It is simply much easier to do correctly at the time than to reconstruct afterwards for somebody who is asking why.
What duties do directors actually owe?
Under the Act, to act in good faith in the company’s best interests, to act for a proper purpose, to exercise reasonable care and diligence, to declare and manage material personal interests, and not to allow the company to incur debts while insolvent. They are owed individually, which is why a breach reaches the director rather than stopping at the company.
Should our lawyer attend board meetings?
Not routinely, but yes for the decisions that carry real consequence. A significant transaction, a contested related party matter, or a decision the board expects to be questioned later are all worth having advice present for, because the value is in shaping the decision and its record at the moment it is made rather than reviewing it afterwards.
How do we handle a director's conflict of interest?
The interested director declares the interest, the declaration goes on the record, and in most cases they do not vote and step out of the discussion. The substance matters as much as the form: the record has to show the decision was made by the directors who were free to make it. Getting the process right is what makes the transaction hold up if a shareholder challenges it.
What is our exposure if the company gets into trouble?
The insolvent trading provisions attach personally to directors for debts incurred once the company is insolvent, and liability runs from when a director ought reasonably to have suspected it, not from when somebody told them. There are defences, including safe harbour, but they depend on taking documented steps early. If that is a live question for your board, it is one to raise now rather than later.
Get us in before the decision, not after
Tell us what your board is dealing with and how often it meets. We will take the time to learn the business first, so when a question arrives we can answer it in the time you actually have rather than asking you to brief us from scratch.
The duty is personal, and so is the consequence
Your board is making decisions that carry legal consequences and getting legal input only once something has gone far enough to be a problem. By then the options are narrower and more expensive, and the record of how the earlier decision was reached is whatever happened to be minuted. Directors carry that personally. What is missing is not legal knowledge. It is a lawyer who knows the business well enough to give a usable answer inside the board’s timeframe.
- We will learn your business, structure and stakeholders before we start advising.
- We will review board papers ahead of meetings and flag what carries legal consequence.
- We will advise on director duties, conflicts and related party dealings as they arise.
- We will draft and review resolutions so they record the reasoning as well as the decision.
- We will attend board meetings where a matter warrants it, and run significant transactions and regulatory matters.
The decision is on next week's agenda and nobody has looked at it legally
Your board is dealing with more than it used to. A transaction of real size, a shareholder who has become difficult, a director with an interest that has to be handled properly, a regulatory obligation nobody is entirely sure about. The papers go out on Thursday and the meeting is on Tuesday. What you need is somebody who already knows the company, can read the papers, and can tell the board where the legal exposure sits in time for it to matter, in language a board can act on rather than a memorandum that needs interpreting first.
What's included in your board legal advisory service
- An onboarding review of the company, its structure and its governing documents.
- Board paper review ahead of meetings.
- Director duties, conflicts and related party advice.
- Resolution drafting and minute review.
- Meeting attendance, and conduct of significant transactions or regulatory matters.
Where boards get caught
The decisions that create director liability are rarely reckless ones. They are ordinary decisions made without the single piece of legal input that would have changed how they were framed or recorded. A related party transaction approved without the interest properly declared and the interested director stepping out. A resolution that captures the decision but not the reasoning, so there is nothing to show the board turned its mind to the question. Debts incurred through a period the board believed was temporary, which reads very differently a year later.
Each of those is defensible if it was handled properly at the time and extremely hard to defend afterwards, because the defence is a contemporaneous record and by then it either exists or it does not. A board that calls a lawyer only once something has gone wrong is asking that lawyer to reconstruct a record rather than to have created one.
From reactive advice to a lawyer already across it
We start by learning the company, which is the part that makes everything afterwards fast. The structure, the shareholders, the constitution and any agreement between owners, where the commercial risk actually sits, and what the board spends its time on. Without that, every question begins with an hour of briefing you should not have to give.
After that we work inside your cycle. We read board papers before the meeting and flag what carries legal consequence. We advise on duties and conflicts as they come up, in the time the decision has. We draft or review resolutions so they record the reasoning and not only the outcome. We attend meetings when a matter warrants it. And when something genuinely significant arrives, a transaction or a regulator, we take it on with the context already in place.
How we work with your board
From learning the business to advice that lands inside your meeting cycle.Learn the business
We review the structure, constitution, owners agreements and commercial risk so we can answer questions without being briefed each time.
Advise in the cycle
We read board papers before meetings, flag what carries legal consequence, and draft resolutions that record the reasoning.
Handle the big ones
We attend meetings where it matters and take on the significant transactions, disputes and regulatory matters as they arise.
Board advice from Accredited Specialists in Business Law
Boards are asked to decide properly and decide quickly at the same time, and the honest difficulty is that good legal advice has usually been slower than the agenda. That is a solvable problem, and most of the solution is simply a lawyer who already knows the company.
We have 2 Accredited Specialists in Business Law. We act as standing legal adviser to boards across owner-managed and family businesses, on governance, transactions, director duties and the occasions when a regulator takes an interest. We answer in the form a board can act on, and we will tell you when a question genuinely needs a formal written opinion instead.
Our great lawyer guarantee
Six principles we hold to, whatever you bring us and however long it takes.
Take the time
We listen carefully to understand what you want to achieve, then step you through the advice and the documents.
Share our knowledge
We pass on as much as we can, so you can make your own informed decisions.
Stick to our knitting
We only do what we are good at, so you never pay for our learning.
Work as one team
Someone is always available to answer your question or point you the right way.
Fair pricing
A fixed or capped quote for advice and documents, so you do not carry the price risk.
It is your show
We are in it for a front row seat to witness your success, not for our egos.
Get a lawyer who already knows the company
Tell us what your board is dealing with and how often it meets. We will learn the business first, then work inside your cycle, so the advice arrives while the decision is still being made.
More on this area of law
Read more about corporate governance, director duties and board decision-making, and how ADLV Law can help.
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