August 8, 2020

Volume X, Number 221

August 07, 2020

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August 06, 2020

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August 05, 2020

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Click Your “e-John Hancock” Onto That: COVID-19 Helps the Australian Government Clear the Way for Electronic Execution Under Section 127(1) of The Corporations Act

Temporary amendments to the Australian Corporations Act 2001 (Cth) (Corporations Act) took effect on 6 May 2020, making it easier to facilitate company meetings using remote technology, and providing some certainty as to companies’ execution of documents electronically under section 127(1) of the Corporations Act.

The Corporations (Coronavirus Economic Response) Determination (No. 1) 2020 (Determination) allows company meetings such as AGMs to be held using technology rather than face-to-face meetings, and enables a quorum, votes, notices and the asking of questions to be facilitated electronically. For a more in-depth look at these changes, see “Operating a Business During COVID-19: The Implications for Public Companies” by our colleagues Harry Kingsley, Kaveh Zegrati, and Alex Garfinkel.

The Determination also resolves some previous uncertainty as to whether a company’s electronic execution of an agreement under section 127(1) of the Corporations Act was valid, to ensure that when company officers sign a document electronically (including an electronic document), the document has been validly executed. It also expressly permits split execution by companies under section 127(1).

Interestingly, the approach taken has been to modify the Corporations Act rather than amend the regulations to the Electronic Transactions Act to allow it to apply to the Corporations Act. However, the Determination uses language from the Electronic Transactions Act to ensure that a technology-neutral approach is applied.

The Determination has effect for six months from 6 May 2020, however the hopes of many are that this kind of change operates as a useful pilot and paves the way for these solutions to become more permanent in a post-lockdown world.

Copyright 2020 K & L GatesNational Law Review, Volume X, Number 132


About this Author

Cameron Abbott, Technology, Attorney, Australia, corporate, KL Gates Law Firm

Mr. Abbott is a corporate lawyer who focuses on technology, telecommunications and broadcasting transactions. He assists corporations and vendors in managing their technology requirements and contracts, particularly large outsourcing and technology procurements issues including licensing terms for SAP and Oracle and major system integration transactions.

Mr. Abbott partners with his clients to ensure market leading solutions are implemented in to their businesses. He concentrates on managing and negotiating complex technology solutions, which...

Rob Pulham Corporate Attorney K&L Gates
Special Counsel

Rob Pulham is an experienced corporate advisory and transactional lawyer with an active technology and privacy practice representing companies in the energy, manufacturing, mining, retail, health and financial services sectors, as well as government and not for profit organisations. He has extensive experience advising customers and vendors in the technology industry, with particular focus on software licensing, data privacy and protection, and systems integration projects. In his role as a senior corporate lawyer, Mr. Pulham reviews organisational policies and practices regarding data privacy to identify key risks, develops and implements strategies to mitigate privacy and cybersecurity risks, and advises clients in the investigation of, and response to, data breaches.

Mr. Pulham also serves as a strategic advisor to his clients, regularly advising on large outsourcing and technology procurement matters including negotiating software licensing terms with ERP and CRM vendors such as Oracle, SAP and Salesforce, and on major systems integration transactions. He advises his clients on all facets of their technology practices, procurement and needs, including key technology procurement requirements and licensing issues (acting for both customer and service provider clients), marketing and advertising in compliance with Australian competition and consumer laws, website content and terms of use, and general commercial intellectual property and software licensing matters.

Warwick Andersen Technology Lawyer KL Gates

Mr. Andersen is a senior corporate lawyer with a focus on commercial, technology and sourcing projects. He has advised on large scale outsourcing projects, technology agreements for both vendors and customers, corporate support, privacy and telecommunications regulatory work. He has acted for government departments, large listed companies, telecommunications companies and technology suppliers.