The big ask of Australia’s new climate disclosure laws
By Dr Rachel Baird
… The Australian climate-related disclosure (CRD) laws, which apply from 1 January 2025, are aimed at improving the quality and consistency of financial CRDs within the group of corporate entities (entities) required to report and disclose.
Transition to this state of transparency is not a given. Entities required to report (noting the group will expand over three years) must adapt to the complexity of the disclosure requirements by first gathering significant amounts of information for the new Sustainability Reports and then establishing internal processes to translate that information to meaningful disclosures. Users must have the capacity and capability to digest and understand those disclosures. Which poses several questions about the new CRD laws.
Will more information correct information asymmetry between entity and investor? Will the CRDs lead to improved quality of information and consistency in disclosures to support informed reviews and performance comparisons by the users of the information? What more is required to ‘give investors and companies the transparency, clarity and certainty they need to invest in new opportunities as part of the net zero transformation’? Finally, it is unclear that disclosures will drive emissions reductions. This paper examines the CRD laws and identifies five assumptions upon which their successful implementation is predicated.
Unilateral mistake in Australian contract law: revisiting Taylor v Johnson
By Maxwell Condi
This article examines the decision of the High Court of Australia in Taylor v Johnson, the leading authority on unilateral mistake. It critically analyses the judicial treatment of the legal principles and propositions articulated in Taylor v Johnson, and evaluates the High Court’s acceptance of the objective theory of contract as applying in cases of unilateral mistake. It argues that, in accordance with the subjective theory of contract, a unilateral mistake in the formation of a purported contract, which is not first induced by the non-mistaken party and goes to a matter that objectively would have been a fundamental term, should render the contract void ab initio.
Clarifying the good faith requirement in applications for statutory derivative leave: Gillespie v Gillespie [2025] NSWCA 24
By Lewis Wallace
The statutory derivative action under Part 2F1.A of the Corporations Act 2001 (Cth) (the Act) permits an applicant to apply to the court for leave to bring or intervene in proceedings in a company’s name and for the company’s benefit. Where leave is granted, the right allows an applicant to seek to vindicate a right of the company that those in control of the company are unwilling to pursue themselves. To be granted leave, the applicant must satisfy the court of the five criteria set out in s237(2) of the Act, including that they are acting in good faith. The ‘good faith’ criterion has been criticised by scholars as being problematic, due to the subjective nature of the term and the uncertainty in its application. Whilst what amounts to good faith will always be context and fact dependent, the New South Wales Court of Appeal recently clarified how the good faith requirement is to be analysed in Gillespie v Gillespie. In particular, the Court rejected the applicant’s contention that the requirement of a connection between the applicant’s standing to bring the action and the injury they would suffer if the action was not permitted (a requirement that was said to arise from case law precedent) operated as an impermissible gloss on the statute. In doing so, the Court reinforced the utility of such considerations as important evidentiary matters that bear upon the question of whether an applicant is acting in good faith in seeking to bring statutory derivative proceedings.
Contract law master class 2025. Part 1 of 2
By Jeffrey Goldberger
Chapter 1: The restraint of trade doctrine: principles and practices
Chapter 2: The equitable obligation of confidentiality and contractual promises of confidentiality
Chapter 3: The equitable remedy of rectification
The big ask of Australia’s new climate disclosure laws
By Dr Rachel Baird
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4
Unilateral mistake in Australian contract law: revisiting Taylor v Johnson
By Maxwell Condi
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12
Clarifying the good faith requirement in applications for statutory derivative leave: Gillespie v Gillespie [2025] NSWCA 24
By Lewis Wallace
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Clarifying the good faith requirement in applications for statutory derivative leave: Gillespie v Gillespie [2025] NSWCA 24
By Jeffrey Goldberger
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