In Re DWS Limited  FCA 1590, the Federal Court considered the issue of whether directors are precluded from making a recommendation to members about voting on a members’ scheme of arrangement by reason of collateral benefits accruing to them under or in relation to the scheme.
Category: Corporations and Securities Law
An employee who has been treated unfavourably in their employment after making an underpayment complaint may be able to pursue their employer under both the adverse action provisions in Part 3-1 of the Fair Work Act and through the protection of whistleblowers in Part 9.4AAA of the Corporations Act in certain circumstances.
This note addresses Justice Beach’s findings on the applicant’s liability case in TPT Patrol Pty Ltd v Myer Holdings Ltd.
Beach J largely upheld shareholders’ claims that Myer had breached continuous disclosure obligations and engaged in misleading or deceptive conduct, also concluding that they could rely on market-based causation. However, his Honour dismissed the proceeding. How? This note and others to follow seek to unpack the issues.
The circumstances giving rise to the claims against the insolvent investment and financial services company for breaches of continuous disclosure obligations in its dying days are so unique that the judgment is also likely to fade into unreported oblivion. There are, however, a couple of aspects that are of interest.
On 17 October, APRA announced it would not be appealing the decision of Jagot J in its case against five IOOF group officials and two IOOF group entities. The present article sets out shortly the facts of the case, the outcome, and the potential for APRA to seek to reverse the judgment in whole or in part.
Validus Advisory Group Pty Ltd v Consolidated Tin Mines Ltd  NSWSC 417 stands as an important reminder of the consequences of carrying on a financial services business without a licence, and the broad scope of activities that are covered by the licensing regime.
A company’s claims against its lawyers and non-executive chairperson after a failed attempt to list have been dismissed. The case offers a unique insight into a float which sunk and the gruelling hours worked by the company’s advisors, and stands as a testament to the judgment exercised by the company’s non-executive directors, who were placed in an invidious position.
The Supreme Court of Victoria heard an application by a defendant for joinder of an alleged ‘concurrent wrongdoer’ in respect of claims made under the Corporations Act 2001 (Cth). After full and considered argument, the Court held that the claim for relief under the Corporations Act was not apportionable.
The Court of Appeal dismissed an appeal by ASIC in proceedings brought against Peter Geary, a former officer of the Australian Wheat Board. The proceedings related to payments made by AWB to the Iraqi government in contravention of UN Resolutions.
The Federal Court has given the first substantial guidance into Part 5C.7, which regulates related party transactions made through MISs. The court addressed four discrete questions about the operation of Part 5C.7, but has also left some important questions to be resolved.
The Supreme Court of New South Wales has accepted that shareholders can rely on ‘market-based causation’ to found claims for loss flowing from a company releasing misleading financial information to the market. However, the decision raises a few more questions as it provides a much-anticipated answer.
Potent antidote to denial: at behest of liquidators, court declares insurer must indemnify directors
Liquidators brought action against company directors under s 588M(2) of Corporations Act 2001 (Cth) – Liquidators sought to join third party insurer after insurer denied liability – Supreme Court had jurisdiction to grant declaratory relief on liquidators’ application – Meaning of justiciable controversy
The Victorian Court of Appeal has refused an application for leave to appeal against a decision of a trial judge to allow a plaintiff to amend his statement of claim in a group proceeding. The amended pleading relates to the interpretation of section 729 of the Corporations Act 2001 (claim for loss and damage arising from misleading or deceptive statements in a disclosure document).