Federal Court of Australia
FEDERAL COURT OF AUSTRALIA
Australian Securities and Investments Commission v Mariner Corporation Limited [2015] FCA 589 Citation: Australian Securities and Investments Commission v Mariner Corporation Limited [2015] FCA 589
Parties: AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION v MARINER CORPORATION LIMITED (ACN 002 989 782), DARREN OLNEY-FRASER, DONALD JAMES CHRISTIE and MATTHEW JAMES FLETCHER
File number: VID 184 of 2014
Judge: BEACH J
Date of judgment: 19 June 2015
Catchwords: CORPORATIONS – takeovers – announcement of takeover bid – alleged contravention of s 631(2)(b) of the Corporations Act 2001 (Cth) (the Act) – alleged lack of financial resources to fund bid – construction of s 631(2)(b) – meaning of "reckless" – subjective or objective test – meaning of "substantial proportion" of offers – alleged contravention of s 1041H of the Act – alleged misleading or deceptive conduct – alleged misleading representations as to price and funding – alleged contravention of s 180(1) of the Act – alleged breach of directors' duties – duties of due care and diligence – application dismissed
Legislation: Acts Interpretation Act 1901 (Cth) s 13(2) Companies (Acquisition of Shares) (Victoria) Code s 52 Companies Act 1961 (Vic) s 180Q(3) Corporations Act 2001 (Cth) ss 9, 180, 189, 206C, 602, 602A, 618, 620, 621, 624, 625-630, 631, 633, 636, 653B, 653A, 658B, 670F, 769C, 1041H, 1308A, 1311, Sch 3 Companies and Securities Legislation (Miscellaneous Amendments) Act 1985 (Vic) Corporations Law s 746 Criminal Code Act 1995 (Cth) Sch (Criminal Code) ss 5.4, s 5.6 Evidence Act 1995 (Cth) ss 135, 136, 140(2) Financial Sector (Shareholdings) Act 1998 (Cth) ss 3, 10, 11, 13 Industry Research and Development Act 1986 (Cth) s 6 Insurance Acquisitions and Takeovers Act 1991 (Cth) Life Insurance Act 1995 (Cth) s 21 Pooled Development Funds Act 1992 (Cth) ss 3(2), Pt 4, 31, 47 Australian Securities and Investments Commission, Regulatory Guide 37: Takeovers-financing arrangements Australian Securities and Investments Commission, Regulatory Guide 59: Announcing and withdrawing takeover bids Australian Securities and Investments Commission, Regulatory Guide 9: Takeover Bids, Section F Explanatory Memorandum, Companies and Securities Legislation (Miscellaneous Amendments) Bill 1985 (Vic) Explanatory Memorandum, Corporate Law Economic Reform Program Bill 1998 (Cth) Second Interim Report of the Company Law Advisory Committee to the Standing Committee of Attorneys-General (the Eggleston Committee) (February 1969) Takeovers Panel, Guidance Note 1 – Unacceptable Circumstances Takeovers Panel, Guidance Note 14 – Funding Arrangements
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