Australian Securities and Investments Commission, in the matter of Sino Australia Oil and Gas Limited (in liq) v Sino Australia Oil and Gas Limited (in liq) [2016] FCA 934

FEDERAL COURT OF AUSTRALIA

Australian Securities and Investments Commission, in the matter of Sino Australia Oil and Gas Limited (in liq) v Sino Australia Oil and Gas Limited (in liq) [2016] FCA 934 File number: VID 161 of 2014

Judge: DAVIES J

Date of judgment: 11 August 2016

Catchwords: CORPORATIONS – disclosure obligations – misleading and deceptive statement in disclosure documents –claim to hold particular patents – description of scope of business through identification of service contracts – misleading statement of financial position – declarations of contravention made – Corporations Act 2001 (Cth) s 728(1)(a) CORPORATIONS – disclosure obligations – failure to disclose – continuous disclosure obligations – circumstances affecting likely future net profit – obligation of subsidiary under loan agreement – declarations of contravention made – Corporations Act 2001 (Cth) ss 728(1)(b), 728(1)(c), 674(2) CORPORATIONS – misleading or deceptive conduct in relation to a financial product – false representations to auditors – where representations likely to affect value of the company's shares – declarations of contravention made – Corporations Act 2001 (Cth) ss 764A(1)(a), 761A, 1041H CORPORATIONS – disclosure obligations – continuous disclosure obligations – whether director involved in contravention – availability of defence – declaration of contravention made – Corporations Act 2001 (Cth) ss 79, 674(2A) CORPORATIONS – directors' duties – duty of care and diligence – failure to understand and satisfy disclosure requirements – failure of executive director to disclose financial circumstances of the company to the Board – failure to disclose proposed intercompany loan to the Board – failure to ensure proposed intercompany loan would be binding and recoverable – exposure of company to penalties – declarations of contravention made – Corporations Act 2001 (Cth) s 180 EVIDENCE – admissibility of transcripts of examinations conducted pursuant to s 19 of the Australian Securities and Investments Commission Act 2001 (Cth)