When Duties Collide: Director Conflicts in Subsidiaries, JVs and Corporate Groups

Directors operating within corporate groups, subsidiaries, and joint ventures often face complex and competing obligations that test the boundaries of corporate governance and fiduciary responsibility. While the law is clear that directors must act in the best interests of the company to which they are appointed, real-world group structures frequently blur these lines, creating tensions between shareholder expectations, group strategy, and independent board duties.

This practical webinar explores how director conflicts arise and how they can be effectively managed within Australian corporate structures. It examines statutory duties under the Corporations Act 2001 (Cth), key judicial authorities on nominee directors and related party transactions, and emerging developments in creditor-focused duties. Participants will gain practical guidance on identifying conflict scenarios early, documenting decision-making processes, and advising directors on minimising personal and organisational risk across subsidiaries, joint ventures, and complex corporate group arrangements.

Key Topics Discussed:

• Director duties within corporate groups, subsidiaries, and joint ventures
• Conflicts between appointing shareholders, group interests, and company interests
• Statutory duties under the Corporations Act 2001 (Cth)
• Nominee directors and limits of shareholder influence
• Related party transactions and disclosure obligations
• Creditor-focused duties and insolvency risk considerations
• Governance frameworks for managing structural conflicts
• Practical identification and escalation of conflict situations
• Board documentation and decision-making safeguards
• Risk management strategies for directors in complex group structures
• Case law developments shaping director conflict obligations
• Application across listed entities, private groups, and family-owned corporate structures