CLARS Law and Business Seminar: In whose best interests? Directors' duties in government owned corporations
L-R: Emeritus Professor Stephen Bottomley, Associate Professor Yee-Fui Ng, Professor Jennifer Hill and Michael Lishman.
Monash Law's Centre for Commercial Law and Regulatory Studies (CLARS) kicked off a busy few weeks with a seminar by PhD student, Michael Lishman, on the topic, 'In Whose Best Interests? Directors' Duties in Government Owned Corporations'.
Michael, who is a former practising lawyer and investment banker and is currently an Acting President of the Takeovers Panel, contended that it is a mistake to apply company law principles relating to directors' duties onto government owned corporations. He argued that government corporations are fundamentally different to private sector companies, given that they are created to fulfil a public purpose and to have independence from government. For these reasons, Michael argued that directors' "duty to act in the best interests of the company" is a mismatch in this context and should be replaced by a duty to pursue purpose.
Commentators, Associate Professor Yee-Fui Ng (Monash University) and Emeritus Professor Stephen Bottomley FAAL (ANU) provided, respectively, a deep dive into the history of government owned corporations and the relevance of Michael's analysis to government universities. Thank you Michael, Yee-Fui and Stephen for a fascinating discussion of such an important issue.
Event Details
Government corporations (statutory corporations and government owned companies) are established by Parliaments and governments to pursue a particular purpose with some degree of independence from government. The governance model is based on company governance: there is a board whose members owe duties to the corporation. This approach ignores the substantial differences between a board of a private sector company and a board of a government corporation. In particular, a duty (statutory or general law) to act in the best interests of a government corporation makes little sense. Michael Lishman proposes that this is replaced with a duty to advance purpose. Michael argued that government corporation boards have an important role to play in protecting the independence of the corporation and from the ‘costs’ that arise from government control.
The CLARS Law and Business Seminar: In whose best interests? Directors' duties in government owned corporations was presented at Monash University Law Chambers Melbourne by Monash University.
When: Monday 6 October, 2025
Time: 5pm - 6:30pm
Keynote Speaker
Michael Lishman, Monash Law PhD Candidate, former KWM partner, Takeovers Panel
Michael Lishman is a PhD student at Monash University Law School. Michael has recently submitted his thesis for examination titled: ‘Reimagining the Role and Duties of Directors of Government Corporations’. Michael has a Master of Laws from Melbourne University and in 2002 completed the Advanced Management Program at the Harvard Business School. Prior to enrolling at Monash, Michael worked as a lawyer and as an investment banker in mergers and acquisitions and corporate finance. Michael was a partner of the firm now known as King & Wood Mallesons from 1991 to 2005 and was a founding partner of Cochrane Lishman which merged with Clifford Chance in 2011. Michael was a Managing Director and Head of the Perth office at Gresham Partners Limited from 2015 to 2018 and then joined Jones Day in Melbourne as a corporate partner. Michael retired from full-time legal practice at the end of 2021. Michael has held a number of leadership roles at law firms including as National Practice Team leader of the corporate group and Managing Partner (Operations) at Mallesons and a member of the global audit committee at Clifford Chance. In 2020 Michael was appointed a Member of the Takeovers Panel, and is currently an Acting President of the Panel. Michael was a member of the Council of Curtin University from 2010 to 2019.
Commentators
Stephen Bottomley, Emeritus Professor, ANU
Stephen Bottomley was Dean of the Australian National University College of Law from 2013 to 2017. He is a Fellow of the Australian Academy of Law, and a Life Member of the Society of Corporate Law Academics and the Australasian Law Academics Association. His research focuses on corporate governance, corporate theory and law and regulation. His publications include The Constitutional Corporation: Rethinking Corporate Governance (2008, Ashgate Press); The Responsible Shareholder (2021, Edward Elgar); Contemporary Australian Corporate Law (with Kath Hall, Peta Spender and Beth Nosworthy, 3rd ed, 2025, Cambridge University Press), and Law in Context (with Simon Bronitt, 2023, 5th ed, Federation Press).
Yee-Fui Ng, Associate Professor, Monash Law School
Yee-Fui Ng is an Associate Professor at Monash University who researches in the areas of public law and political integrity, and a 2021-22 Fulbright Scholar. She is the author of ‘Combatting the Code: Regulating Automated Government Decision-Making in Comparative Context’ (Cambridge University Press, 2025), 'The Rise of Political Advisors in the Westminster System' (Routledge, 2018) and 'Ministerial Advisers in Australia: The Modern Legal Context' (Federation Press, 2016), which was a Holt Prize finalist. Her work has been cited by the High Court of Australia, State Supreme Courts, federal and state parliaments, as well as various government inquiries. She has published articles in the Law Quarterly Review and Melbourne University Law Review on the control and accountability of government corporations.
Chair
Professor Jennifer Hill, CLARS Director, Faculty of Law, Monash University
Professor Jennifer Hill is the Inaugural Bob Baxt AO Chair of Corporate and Commercial Law and Director of CLARS. Her scholarship on comparative corporate law and governance is widely cited in judicial decisions and academic literature in Australia, the United States, Europe and Asia. Jennifer has received several ARC Discovery grants and held visiting teaching and research positions at leading international institutions, including Cambridge University; Cornell; NYU; University of Virginia, and Vanderbilt University. She is a Research Member of the European Corporate Governance Institute (ECGI) and the Jean Monnet Centre of Excellence on Sustainable Finance and EU Law (EUSFiL), University of Genoa, Italy. She is also a Life Member of Clare Hall, Cambridge and a Fellow of the Australian Academy of Law.
