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James Millar
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Depending on how litigious the outgoing shareholder / director is likely to be, your major issues may come from the Corporations Act part 2D.1 (generally s.181 but others would be relevant here). Basically directors have a responsibility to at all times act in the best interests of the company, to avoid conflicts of interest, not to use company information for personal gain, not to divert commercial opportunities. Common law employer duties of confidentiality may also apply (as would provisions of any overriding shareholders agreement).

If the information, know how, IP wasn’t proprietary to the company or owned by the company (or was in the public domain) then it may be less of an issue.

Perhaps you should seek legal advice and devise a safe strategy for this. Subtle differences in the way you go about the process may make all the difference in the legal position.

Been down this road a few times before – be careful. Money and egos are a recipe for drama.

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