BHP Group Limited v Impiombato & Anor

The High Court of Australia heard an appeal concerning the interpretation of section 1305 of the *Corporations Act 2001* (Cth) in *BHP Group Limited v Impiombato & Anor*. The dispute arose from a claim brought by the respondents, Mr Impiombato and another individual, against BHP Group Limited, alleging breaches of directors' duties. Specifically, the respondents sought to recover damages for losses allegedly suffered by BHP due to these breaches.

The central legal issue before the High Court was whether section 1305 of the *Corporations Act*, which deals with the liability of a company for contraventions of the Act, could be invoked by a shareholder to recover damages on behalf of the company, where the company itself had not taken action. This involved considering the nature of derivative actions and the statutory framework governing corporate liability and remedies.

The High Court determined that section 1305 of the *Corporations Act* does not create a cause of action for shareholders to sue on behalf of a company for contraventions of the Act. Their Honours reasoned that the section establishes the liability of a company for its contraventions but does not confer a right on shareholders to step into the company's shoes to pursue such claims. The Court affirmed that the established principles of derivative actions, which require specific conditions to be met, govern such proceedings, and section 1305 does not alter these principles or create a new avenue for shareholder litigation.

The appeal was allowed, and the orders of the lower courts were set aside.