The contemporary role of shareholder ratification and authorisation of breaches of director’s duties

This Thesis considers whether the doctrine of ratification remain relevant and appropriate to companies governed by the Corporations Act. The primary criticism of the doctrine is the right of a director/shareholder to vote to approve a ratification resolution of their own breach of duty. The lawfulness of narrowing a director's statutory duties is unresolved in Australia. The United Kingdom, the United States of America and Canada have adopted statutory reforms to the doctrine. This Thesis recommends similar statutory reforms by limiting the right of a director/shareholder and their related parties to vote on a ratification resolution.