Who is an officer of a corporation? Australia and the United States Compared

Abstract

ABSTRACT Over recent decades, both Australia and the US have been subjected to major corporate scandals. One response involves the Australian courts engaging in an observable expansive interpretation of the scope of the term ‘officer’ in the Corporations Act 2001. As a consequence, a broader range of actors can be held as officers. The US, on the other hand, in the context of officer duties, appears to be less inclined to take an approach that would recognise the potential liability of a broader range of actors, and has remained largely immovable in its interpretation of officer. This article outlines the divergent ways ‘officer’ is interpreted in Australia and in the US. Australian law and its evolving jurisprudence have taken a more realist consideration of who should be held as an ‘officer’, which better reflects the realities of the way modern corporations, especially large corporations, operate.