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

Navigate competing loyalties, mitigate legal risks, and master board governance across complex corporate groups, subsidiaries, and joint ventures.

Created byFlavia De Souza
BeginnerUpdated Aug 28, 2026
When Duties Collide: Director Conflicts in Subsidiaries, JVs and Corporate Groups

What You'll Learn

check_circleIdentify how and when director conflicts arise within corporate groups, subsidiaries, and joint ventures
check_circleApply key statutory and common law principles governing directors’ duties under Australian corporate law
check_circleEvaluate governance strategies to manage and document conflicts in complex corporate structures
check_circleAdvise directors on reducing personal liability exposure while maintaining compliance with fiduciary obligations

About This Course

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 course 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

Your Instructor

Flavia  De Souza
Flavia De Souza

Lawyer and Barrister of the Supreme Court of New South Wales, Australia

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Flavia is a senior Australian commercial lawyer with over 15 years’ post-admission experience. She partners with senior leadership, executive teams and business owners across a broad range of commercial matters—providing clear, commercially grounded advice in both high-stakes and day-to-day environments. Her experience spans complex and highly regulated settings, including government, defence, infrastructure and large-scale operational projects, as well as advising SMEs, high-growth businesses and not-for-profits. This breadth enables her to move seamlessly between strategic matters and practical business needs. Flavia also brings a strong corporate governance background, having held roles with organisations including Commonwealth Bank and Lendlease, supporting boards and senior stakeholders on governance, risk and regulatory matters. She has acted for and consulted within leading organisations and projects, including DP World, Thales, Capgemini and a Commonwealth Government enterprise, delivering senior legal support across complex commercial and operational environments. Flavia is known for her direct, pragmatic approach and her ability to progress matters efficiently, aligning legal risk with commercial objectives without unnecessary complexity.

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We are a registered provider with 327+ associations and regulatory bodies worldwide. We operate across 29 global markets including Canada, the US, Australia, and the UK. Every course page clearly displays its specific accreditations. Upon completion, you receive a professional certificate that can be validated online. Our certificates include all necessary accreditation details, credit hours, and completion dates, and are formatted specifically to meet the submission requirements of most global regulatory bodies.

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