CORPORATIONS – debenture – whether certain loan and promissory note arrangements were “financial products” by reason of being debentures within the meaning of s 9 of the Corporations Act 2001 (Cth) CORPORATIONS – alleged contraventions of ss 911A(1) and 911A(5B) of the Corporations Act – whether first defendant company and third defendant company carried on a financial services business in this jurisdiction without an Australian Financial Services Licence (AFSL) – whether sole director of companies carried on a financial services business in this jurisdiction without an AFSL and/or was involved in the companies’ contraventions – where contraventions admitted – whether declaratory relief should be granted CORPORATIONS – alleged contravention of s 601CD of the Corporations Act – whether third defendant company carried on business in this jurisdiction without being registered to do so under Part 5B.2 of the Corporations Act – where contravention admitted – whether declaratory relief should be granted CONSUMER LAW – misleading or deceptive conduct – whether first defendant company and sole director engaged in conduct that was misleading or deceptive or likely to mislead or deceive in contravention of s 1041H of the Corporations Act and s 12DA of the Australian Securities and Investments Commission Act 2001 (Cth) (ASIC Act) – where company and sole director prepared and caused to be issued to prospective investors: information memoranda which conveyed a representation that subsidiary company’s intangible assets, as recorded on its balance sheet as at 30 June 2018, were valued at $1,027,140,000; information memoranda which conveyed representations that substantially all of the funds invested would be used to grow subsidiary company; information memoranda or other documents which conveyed representations that company expected to achieve a public listing in respect of the software product on the London and/or NASDAQ Stock Exchanges in 2021 or 2022 and intended there would be a public listing in respect of the software product in 2022 – where company and sole director did not have reasonable grounds for making the representations – where admission of misleading or deceptive conduct – whether declaratory relief should be granted and in what terms CORPORATIONS – banning order under ss 1101B and 1324 of the Corporations Act – whether defendants should be restrained from carrying on a financial services business in this jurisdiction without holding an AFSL, except as permitted by the Corporations Act – where defendants accepted that banning orders should be made DIRECTORS – disqualification order under s 206E of the Corporations Act – whether, in addition to being restrained from carrying on a financial services business in Australia without an AFSL, sole director of companies should be disqualified from managing corporations – where disqualification order appropriate – consideration of appropriate period of disqualification
Original article available at: https://www.judgments.fedcourt.gov.au/judgments/Judgments/fca/single/2025/2025fca1158For more information, see the original judgement.
