Mr O’Bryan will have unfettered access to all areas of the casino,its records and board meetings,and after two years will decide whether Crown’s licence should be cancelled.
He will also be able to veto board decisions and issue directions to the company,which the state government said makes him the “ultimate decision-maker” at the casino.
Ian Ramsay,director of Melbourne University’s Centre for Corporate Law,said Mr O’Bryan would have “unprecedented” powers over a solvent company,which would be “exceptionally challenging” for Crown’s directors,practically and legally.
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“Directors have a duty to exercise discretion,but here,they’re going to be told by statute to comply with the directions of the special manager,” Professor Ramsay said.
“If I was an independent director on the board I’d really want to be thinking carefully and getting some good legal advice about how this new system fits with my core obligations under the Corporations Act to be exercising independent judgment,knowing that tomorrow I could be told what to do.”
Professor Ramsay said a director would have no choice but to resign if they believed their decisions made according to their fiduciary duties conflicted with Mr O’Bryan’s directions.