GIO Australia Holdings Ltd v AMP Insurance Investment Holdings Pty Ltd & Anor [1998] FCA 1486

FEDERAL COURT OF AUSTRALIA CORPORATIONS LAW – whether statements in Part A statement contain misleading and deceptive representations – role of AMP board in confirming profit forecast – whether board of AMP had reasonable grounds for "confirming" the profit forecast range – whether representations are representations with respect to a future matter – whether length of forecast range adequate – whether Part A statement inadequate because of failure to include combined entity forecast – whether disclosure of AMP's hedging policy is misleading and contains material omissions – whether AMP failed to make adequate disclosure concerning AMP's index weighting, synergy benefits, AMP's acquisition strategy, AMP's intention relating to employee's of GIO, AMP's director and executive remuneration policy, AMP's funding arrangements for the takeover of GIO and shareholding limitations contained in AMP's articles of association – whether statement of consideration for shares is misleading and deceptive – whether expression "market value of an AMP share" is misleading and deceptive because of obscurity and terms of definition – whether proposed offer will give rise to a binding contract because price not fixed with certainty – whether consideration illusory because the amount of consideration is within the discretion of the offeror – whether offer would contravene s 654 of the Corporations Law – whether material which has not been registered with ASIC or submitted to target should be despatched with takeover offers. Corporations Law ss 615, 616, 634, 636, 637, 654, 655, 657, 750, 765, 995, 1022 Australian Securities and Investment Commission Act 1989 (Cth) ss 12BB, 12DA Trade Practices Act 1974 (Cth) s 51A Australian Mutual Provident Society (Demutualisation and Reconstruction) Act 1997 (NSW), s 19