Shafron v Australian Securities and Investments Commission [2012] HCA 18

HIGH COURT OF AUSTRALIA

FRENCH CJ,

GUMMOW, HAYNE, HEYDON, CRENNAN, KIEFEL AND BELL JJ

PETER JAMES SHAFRON APPELLANT

AND

AUSTRALIAN SECURITIES AND INVESTMENTS

COMMISSION RESPONDENT

Shafron v Australian Securities and Investments Commission

[2012] HCA 18

3 May 2012

S173/2011

ORDER

Appeal dismissed with costs.

On appeal from the Supreme Court of New South Wales

Representation

B W Walker SC with R P L Lancaster SC and N J Owens for the appellant (instructed by Middletons Lawyers)

S J Gageler SC, Solicitor-General of the Commonwealth with A J L Bannon SC, R T Beech-Jones SC and S E Pritchard for the respondent (instructed by Clayton Utz Lawyers)

Notice: This copy of the Court's Reasons for Judgment is subject to formal revision prior to publication in the Commonwealth Law Reports.

CATCHWORDS

Shafron v Australian Securities and Investments Commission

Corporations – ­­Duties and liabilities of directors and officers – Section 180(1) of the Corporations Act 2001 (Cth) ("the Act") required directors and officers of a corporation to discharge duties with degree of care and diligence that reasonable person in their position and with their responsibilities would exercise – "Officer" defined in s 9 of the Act ­– Paragraph (a) of definition provided that secretary of a corporation is an "officer" – Paragraph (b)(i) of definition provided that person who "participates in making" decisions that substantially affect business of corporation is an "officer" – Appellant was company secretary and general counsel of corporation – Whether appellant participated in making decisions substantially affecting business of corporation – Whether s 180(1) applied to all tasks that officer of corporation performed within that corporation – Whether responsibilities of company secretary and general counsel divisible – How scope of "responsibilities within the corporation" of an officer to be determined.