George Toussis told attendees of the third annual Tonkin's General Counsel Summit in Sydney yesterday that in-house lawyers can no longer maintain their role as independent legal advisors following a ruling against industrial building materials company James Hardie in May, reports Lawyers Weekly.

Duties

In the James Hardie case, the High Court found Peter Shafron’s duties as general counsel and company secretary of James Hardie to be ‘indivisible’, asserting that he failed to discharge his duties as an officer of the company in a case which found seven former James Hardie non-executive directors to have breached corporate law.
Mr Toussis cautioned those who do not hold the role of company secretary that they may also be classified as officers in certain instances, and admitted that he himself had previously attempted to escape liability by phasing out the company secretary role.

Correct expertise

Regardless of whether a gc is also the company secretary, ‘they may be considered an officer for the purposes of the law’, Mr Toussis said. ‘While gcs can rely on experts, they are still responsible for ensuring the experts have the correct expertise. You can’t really fob off the work to an organisation to do it for you.