CORPORATIONS – failure by unlisted public company and two of its directors to comply with disclosure obligations when offering securities contrary to s 727(6) of the Corporations Act 2001 (Cth) (Corporations Act) – defendants each committing 101 contraventions – failure to lodge disclosure document with Australian Securities Investments Commission in relation to the offers – distribution of offer application forms unaccompanied by disclosure document – acts of directors attributed to company under s 1317QE of the Corporations Act – contraventions admitted, but directors seeking relief from liability under s 1317S and s 1318 of Corporations Act – directors continuing their contravening conduct after receiving legal advice – directors failing to discharge burden of proof with respect to asserted honesty – relief from liability refused – consideration of consequences of contravening conduct in context of extreme deficiencies in company’s record keeping – directors disqualified – pecuniary penalties imposed on directors – injunctions granted – whether there is a need for specific deterrence in respect of the company as a contravener in circumstances where the directors responsible for its contraventions are to be excluded from its management – whether the imposition of a pecuniary penalty on the company may adversely affect interests of the persons s 727 of the Corporations Act is intended to protect
Original article available at: https://www.judgments.fedcourt.gov.au/judgments/Judgments/fca/single/2025/2025fca1038For more information, see the original judgement.
