The Australian Law Reform Commission sends not so happy greetings on the birthday of the Corporations Act ... Mother, father and son in dialogue ... The youngster had put on weight, lost his way, hasn't caught up ... The commission tries new methods to draw attention ... Janek Drevikovsky reports
The Australian Law Reform Commission knows how to put on a party - which is just as well, because the Corporations Act, which turns 20 this year, deserves nothing less.
To inaugurate the Act's third decade, the Commission let its hair down as only a bunch of policy wonks could: with a ‘light-hearted dialogue in which a discontented mother and father implore their son (the Corporations Act) to grow up".
It beats writing law reform reports, which governments usually toss into the dust bin. This we found buried in ALRC "news" bulletins:
Father: Son, this year you're turning 20 years old. Your mother and I are proud of you – you've achieved a lot: a nationally consistent regulation of basic company law, insolvency, financial markets, products and services, among so much else. However, we are concerned about you. You need to grow up.
The first problem, we hear, is the Corporation's Act ballooning waistline:
Mother: Your father and I remember when you were just 1866 pages long. You've grown a lot since then, but don't you think you should slow down a bit? You've really been bulking up.
Father: I can barely get my arms around your primary provisions without opening 6 PDFs on the Federal Register of Legislation! Your brother, the ASIC Act 2001 (Cth), only put on 232 pages in the same time period.
This is not just about fat-shaming a piece of legislation, entertaining as that may be. There's a half-hidden reform suggestion:
Mother: Maybe it's time you gave up insolvency and financial markets regulation, and left them for other Acts to focus on. Please give it some thought.
The Act's problems - and bad habits - don't stop there:
Father: We're worried you might be addicted to legislative and other instruments. You can't just keep putting an instrument on the parts of yourself you don't like. We barely recognise the boy we raised!
Corporations Act: [Speaking for the first time.] Whatever. Everyone's using instruments these days. You just don't understand ...
Father: I was vacuuming the other day and found over 366 legislative instruments under your bed, and a box of thousands of individual relief instruments. Why are you hiding these from us? We looked on the Federal Register of Legislation and found that many of them weren't on there. How are people meant to find the law?
And, like many Gen Z post-adolescents, the Act is simply bamboozling to its elders:
Father: Son, I'm sure you think using all this elaborate language is really cool, but a mark of maturity is expressing yourself clearly. No one talks like you in the real world. We think it's time you were a little clearer.
Mother: You really do need to keep up with technology. Why are you still requiring directors to execute documents on a single, hard copy? And requiring meetings to be conducted in person, rather than digitally? You're falling behind the other kids.
Even people who teach the Act, like Melbourne University law academic Cally Jordan, don't have nice things to say:
Mother: Your teacher, Cally Jordan, said your class-mates thought you were "unlovely and unloved".
Some big changes are needed, if the Corps Act wants to flourish as an adult:
Father: It's time you took a good hard look at your definitions and considered consolidating them, using them consistently, and making them clearer. And it's time to consider your legislative design – how you're using regulations and instruments, and how they can be made more accessible.
Mother: And it's time you ensured that you are clearer about what you're trying to achieve, so that your intent is actually realised.
And, just in case anyone - anyone - in government is paying attention:
Mother: Perhaps you should talk to the ALRC, son? I hear they've got some ideas ...
Readers who have followed the thread will be relieved to know that "no feelings of the Corporations Act were harmed in [the dialogue's] production".
If the dialogue authors, William Isdale and Nicholas Simoes da Silva, both ALRC legal officers, ever find themselves at a loose end they could start work on Corporations Act - The Musical.