Australian Securities and Investments Commission v iSignthis Limited [2024] FCA 669

FEDERAL COURT OF AUSTRALIA

Australian Securities and Investments Commission v iSignthis Limited [2024] FCA 669 File number(s): VID 773 of 2020

Judgment of: MCEVOY J

Date of judgment: 21 June 2024

Catchwords: CORPORATIONS – continuous disclosure – alleged contraventions of ss 674(2) and 1041H of the Corporations Act 2001 (Cth) – whether the company (iSignthis Limited) engaged in conduct, in relation to a financial product or a financial service, that was misleading or deceptive, or likely to mislead or deceive – whether the company failed to notify the Australian Securities Exchange (ASX) of certain information relating to the breakdown of its revenue and Visa's termination of its relationship with iSignthis in breach of continuous disclosure obligations – whether non-disclosed information would, if generally available, have a material effect on the price or value of the company's shares – whether exceptions to ASX Listing Rule 3.1 contained in Listing Rule 3.1A apply to second alleged contravention of s 674(2) – held: iSignthis Limited breached its continuous disclosure obligations on two separate occasions and s 1041H of the Corporations Act CORPORATIONS – whether second defendant, Mr Karantzis (a director of the company), contravened s 674(2A) of the Corporations Act – whether knowingly concerned in the first contravention by the company of s 674(2) – whether second defendant had actual knowledge – held: the second defendant breached s 674(2A) of the Corporations Act CORPORATIONS – provision of false or misleading information to ASX – whether the second defendant gave information to the ASX relating to the affairs of iSignthis that was false or misleading in a material particular and, or alternatively, omitted matters that, by their omission, rendered the information misleading in a material respect on two occasions arising in the context of Visa's termination of its relationship with iSignthis – held: the second defendant breached ss 1309(2) and (12) on one of the occasions alleged DIRECTORS' DUTIES – directors' duties – alleged contraventions of ss 180(1), 181, and 182 of the Corporations Act by second defendant – whether second defendant breached s 180(1) in relation to information provided to the market in relation to and during an analyst briefing relating to the breakdown of revenue of the company – whether second defendant breached s 180(1) in relation to the failure to disclose the termination of Visa's relationship with the company – whether the second defendant breached s 182(1)(a) by using his position as a director improperly to gain advantage – whether the second defendant breached s 181(1) by failing to use powers and discharge duties in good faith in the best interests of the corporation and for a proper purpose – held: the second defendant breached s 180(1) on two separate occasions – no breaches of ss 181 and 182 of the Corporations Act